South El Monte City Council
August 18, 2026

Gloria Olmos, Mayor
Rudy Bojorquez, Mayor Pro Tem
Manuel Acosta, Councilmember
Hector Delgado, Councilmember
Larry Rodriguez, Councilmember
Rene Salas, City Manager
Susie A. Altamirano, City Attorney
Adrian Garcia, City Clerk
Masami Higa, Finance Director

CITY OF SOUTH EL MONTE

CALL AND NOTICE OF SPECIAL MEETING

CALLED BY MAYOR PRO TEM RUDY BOJORQUEZ, COUNCILMEMBER HECTOR

DELGADO, AND COUNCILMEMBER LARRY RODRIGUEZ
AGENDA
August 18, 2026, 6:00 PM
1415 Santa Anita Avenue, South El Monte, CA 91733
NOTICE IS HEREBY GIVEN that a Special Meeting of the City Council of the City of South El Monte will be held on August 18, 2026, at City Hall in the Council Chambers, 1415 Santa Anita Avenue, South El Monte, CA 91733

PUBLIC COMMENT
To participate during public comment via teleconference, see below:

Link: https://us02web.zoom.us/j/86581711880
Webinar ID: 865 8171 1880
Or call in: 1 669 900 6833, when prompted, enter 86581711880#

Each speaker will be limited to five minutes. Time limits may not be shared with other speakers. This is the only opportunity for public input except for scheduled public hearing items. All comments or queries shall be addressed to the Council as a body and not to any specific member thereof. Pursuant to Government Code Section 54954.2(a)(2), the Ralph M. Brown Act, no action or discussion by the City Council shall be undertaken on any item not appearing on the posted agenda, except to briefly provide information, ask for clarification, provide direction to staff, or schedule a matter for a future meeting.

LIVE STREAMING OF MEETINGS
The City of South El Monte live streams the City Council Meetings over the Internet at https://www.cityofsouthelmonte.org/129/City-Council-Agendas-Minutes after the meetings, recordings are immediately posted. NOTE: Your attendance at this public meeting may result in the streaming and recording of your image and/or voice.

AMERICANS WITH DISABILITIES ACT
In accordance with the Americans with Disabilities Act of 1990, if you require a disability-related modification or accommodation to attend or participate in this meeting, including auxiliary aids or services, please call the City Clerk’s office at (626) 579-6540 at least 72 hours prior to the meeting.

GENERAL COMMENT
Members of the public wishing to submit a general comment or a comment on any item listed on agenda, can email [email protected] or call (626) 579-6540 to leave a voicemail message. Written public comments will be provided to the City Council and will be part of the record but will not be read aloud.

MEETINGS
The City Council holds regular meetings on the first and third Tuesday of every month.

Regular meetings start at 6 p.m. in the Council Chambers at City Hall, 1415 Santa Anita Avenue, South El Monte, California. Special and Adjourned Regular meetings start time are to be determined.

POSTING LOCATIONS OF AGENDA AND/OR CANCELLATION NOTICES Regular meeting agendas will be posted at least 72 hours before the meeting (GC 54954(a)(1)).

Agenda and Cancellation Notices can be viewed online and are also posted at the following three (3) locations: City Hall located at 1415 Santa Anita Avenue, Senior Center located at 1556 Central Avenue and the Community Center located at 1530 Central Avenue, South El Monte, California.

VIEWING OF AGENDA PACKETS
Full agenda packet can be viewed either at www.cityofsouthelmonte.org/129/CityCouncil-Agendas-Minutes or in the City Clerk’s Office during normal business hours Monday through Thursday 7:00 a.m. to 5:30 p.m. Closed on Fridays and major holidays.

ISSUES RELATED TO AGENDA
For issues related to the agenda, including a disability-related accommodation necessary to participate in this meeting, please contact:

Adrian Garcia, MMC, City Clerk
Ph (626) 443-4928
Cell (626) 926-3071

Sabrina A. Muhne, Deputy City Clerk
Ph (626) 652-3121
Cell (626) 374-1998

AGENDA BEGINS ON THE FOLLOWING PAGE

1. ROLL CALL
Councilmembers: Acosta, Delgado, Rodriguez, Mayor Pro Tem Bojorquez, and Mayor Olmos

2. PLEDGE OF ALLEGIANCE
Mayor Gloria Olmos

3. INVOCATION
Mayor Gloria Olmos

4. APPROVAL OF THE AGENDA AND WAIVER OF FULL READING OF

ORDINANCES
By motion of the City Council, this is the time to notify the public of any changes to the agenda, remove items from the consent calendar for individual consideration and/or rearrange the order of the agenda.

5. CLOSED SESSION

5.a. CONFERENCE WITH LEGAL – ANTICIPATED LITIGATION – Pursuant to California Government Code Section 54956.9(d)(2) and 54969(e)(1):

One Matter

5.b. CONFERENCE WITH LEGAL – ANTICIPATED LITIGATION – Pursuant to California Government Code Section 54956.9(d)(2) and 54969(e)(1):

One Matter

6. PUBLIC COMMENT
Speakers may only provide public comments on items listed on the agenda. Each speaker will be limited to five minutes, and time limits may not be shared with other speakers. Unless a majority of the Council objects, the Mayor may provide speakers more or less time to speak. All comments or queries shall be addressed to the Council as a body and not to any specific member thereof. Pursuant to Government Code Section 54954.2(a)(2), the Ralph M. Brown Act, no action or discussion by the City Council shall be undertaken on any item not appearing on the posted agenda, except to briefly provide information, ask for clarification, provide direction to staff, or schedule a matter for a future meeting.

7. PUBLIC HEARINGS

7.a. PUBLIC HEARING TO CONSIDER GENERAL PLAN AMENDMENT NO.

GPA 23-03 TO CHANGE THE LAND USE DESIGNATION FROM
COMMERCIAL (C) TO COMMERCIAL-MANUFACTURING (C-M); ZONE
CHANGE NO. ZC 23-01 TO CHANGE THE ZONING FROM
COMMERCIAL (C) TO MANUFACTURING (M); AND, DEVELOPMENT
AGREEMENT NO. DA 26-01 BETWEEN THE CITY OF SOUTH EL

MONTE AND MAGELLAN VALUE PARTNERS, IN RELATION TO
CONDITIONAL USE PERMIT NO. CUP 23-07 AND TENTATIVE PARCEL MAP NO. TPM 23-01
Public Hearing Item 7.a. continued next page.

The Project is a request that involves a General Plan Amendment to change the land use designation from Commercial (C) to CommercialManufacturing (C-M), and a Zone Change from Commercial (C) to Manufacturing (M) of 21.17-acre parcel located at 825 Lexington-Gallatin Road in South El Monte, California and identified as Assessor Parcel Number (APN) 8119-005-032.

Approval of the General Plan Amendment and Zone Change would effectuate a conditionally approved Subdivision/Tentative Map and Conditional Use Permit to subdivide the existing parcel into 10.5-acre parcel and 10.7-acre parcel and develop a 221,815-square-foot industrial building and a public park featuring athletic fields, walking trails, and other amenities.

An Environmental Impact Report (EIR) was prepared pursuant to the California Environmental Quality Act (CEQA). The Planning Commission has reviewed the Project and recommended certification of the Final EIR and approval of these actions, with further details available in the staff reports.

RECOMMENDED ACTION: Staff recommends City Council:

1. Conduct a public hearing;

2. Take public testimony;

3. Adopt Resolution No. 26-059, denying General Plan Amendment No.

GPA 23-03 to amend the General Plan designation of the project site from Commercial (C) to Commercial-Manufacturing (C-M), Zone Change No. ZC 23-01 to amend the zone from Commercial (C) to Manufacturing (M) and Development Agreement No. DA 26-01; or,

4. Adopt Resolution No. 26-031, certifying the Final Environmental Impact Report (State Clearinghouse [SCH] No. 2024070062) and adopt the Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program (MMRP) pursuant to the California Environmental Quality Act (CEQA) for the Project, and approving General Plan Amendment No. GPA 23-03 to amend the General Plan designation of the project site from Commercial (C) to CommercialManufacturing (C-M); and

5. Waive full reading and introduce Ordinance No. 1290 to approve Zone Change No. ZC 23-01 to amend the zone from Commercial (C) to Manufacturing (M); and

6. Waive full reading and introduce Ordinance No. 1291 to approve Development Agreement No. DA 26-01 between the City of South El Monte and Magellan Value Partners to dedicate 10.7 acres to the City of South El Monte for the future development of a public park.

General Business next page.

8. GENERAL BUSINESS

8.a. AN INTERIM URGENCY ORDINANCE OF THE CITY OF SOUTH EL

MONTE IMPOSING A TEMPORARY MORATORIUM ON THE

ESTABLISHMENT, APPROVAL, AND EXPANSION OF SUBSTANCE

USE DISORDER TREATMENT FACILITIES WITHIN CITY LIMITS
PURSUANT TO GOVERNMENT CODE SECTION 65858

The proposed urgency ordinance would establish a temporary moratorium on the establishment, approval, and expansion of substance use disorder treatment facilities while the City evaluates appropriate land use classifications and development standards. The moratorium would provide time to address potential compatibility, parking, traffic, security, noise, and public health and safety considerations while ensuring the City’s regulations remain consistent with evolving State law.

RECOMMENDED ACTION:

1. Determine that the adoption of this Urgency Ordinance is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15061(b)(3); and

2. Introduce by title only, and waive further reading of, Urgency Ordinance No. 1297-U, imposing a 45-day moratorium on the establishment, approval, and expansion of Substance Use Disorder Treatment Facilities within City limits, subject to the terms and exemptions contained in the Ordinance.

9. ADJOURNMENT

CERTIFICATION
I, Adrian Garcia, MMC, City Clerk of the City of South El Monte, or my designee, hereby certify under penalty of perjury that a true, accurate copy of the foregoing agenda was posted on this August 17, 2026, twenty-four (24) hours prior to the meeting per Government Code 54954.2 at the following locations: City of South El Monte City Hall, Senior Center and Community Center and made available at www.cityofsouthelmonte.org.

Adrian Garcia, MMC

City Council Agenda Report
Agenda Item No. 5.a.

DATE: August 18, 2026
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY:

SUBJECT: CONFERENCE WITH LEGAL – ANTICIPATED LITIGATION – Pursuant to California Government Code Section
54956.9(d)(2) and 54969(e)(1): One Matter
SUMMARY:

RECOMMENDED ACTION:

FISCAL/FINANCIAL IMPACT:

DISCUSSION:

ATTACHMENT(S):

None

City Council Agenda Report
Agenda Item No. 5.b.

DATE: August 18, 2026
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY:

SUBJECT: CONFERENCE WITH LEGAL – ANTICIPATED LITIGATION – Pursuant to California Government Code Section
54956.9(d)(2) and 54969(e)(1): One Matter
SUMMARY:

RECOMMENDED ACTION:

FISCAL/FINANCIAL IMPACT:

DISCUSSION:

ATTACHMENT(S):

None

City Council Agenda Report
Agenda Item No. 7.a.

DATE: August 18, 2026
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Gerardo Marquez, Director of Community Development & Public Works
SUBJECT: PUBLIC HEARING TO CONSIDER GENERAL PLAN
AMENDMENT NO. GPA 23-03 TO CHANGE THE LAND USE
DESIGNATION FROM COMMERCIAL (C) TO COMMERCIALMANUFACTURING (C-M); ZONE CHANGE NO. ZC 23-01 TO

CHANGE THE ZONING FROM COMMERCIAL (C) TO
MANUFACTURING (M); AND, DEVELOPMENT AGREEMENT
NO. DA 26-01 BETWEEN THE CITY OF SOUTH EL MONTE

AND MAGELLAN VALUE PARTNERS, IN RELATION TO
CONDITIONAL USE PERMIT NO. CUP 23-07 AND
TENTATIVE PARCEL MAP NO. TPM 23-01
SUMMARY: The Project is a request that involves a General Plan Amendment to change the land use designation from Commercial (C) to Commercial-Manufacturing (C-M), and a Zone Change from Commercial (C) to Manufacturing (M) of 21.17-acre parcel located at 825 Lexington-Gallatin Road in South El Monte, California and identified as Assessor Parcel Number (APN) 8119-005-032.

Approval of the General Plan Amendment and Zone Change would effectuate a conditionally approved Subdivision/Tentative Map and Conditional Use Permit to subdivide the existing parcel into 10.5-acre parcel and 10.7-acre parcel and develop a 221,815-square-foot industrial building and a public park featuring athletic fields, walking trails, and other amenities.

An Environmental Impact Report (EIR) was prepared pursuant to the California Environmental Quality Act (CEQA). The Planning Commission has reviewed the Project and recommended certification of the Final EIR and approval of these actions, with further details available in the staff reports.

RECOMMENDED ACTION: Staff recommends City Council:

1. Conduct a public hearing;

2. Take public testimony; and

3. Adopt Resolution No. 26-059, denying General Plan Amendment No. GPA 23-03 to amend the General Plan designation of the project site from Commercial (C) to Commercial-Manufacturing (C-M), Zone Change No. ZC 23-01 to amend the zone from Commercial (C) to Manufacturing (M) and Development Agreement No. DA 26-01; or,

4. Adopt Resolution No. 26-031, certifying the Final Environmental Impact Report (State Clearinghouse [SCH] No. 2024070062) and adopt the Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program (MMRP) pursuant to the California Environmental Quality Act (CEQA) for the Project, and approving General Plan Amendment No. GPA 23-03 to amend the General Plan designation of the project site from Commercial (C) to Commercial-Manufacturing (C-M); and

5. Waive full reading and introduce Ordinance No. 1290 to approve Zone Change No. ZC 23-01 to amend the zone from Commercial (C) to Manufacturing (M); and

6. Waive full reading and introduce Ordinance No. 1291 to approve Development Agreement No. DA 26-01 between the City of South El Monte and Magellan Value Partners to dedicate 10.7 acres to the City of South El Monte for the future development of a public park.

FISCAL/FINANCIAL IMPACT: The Project would generate both immediate and longterm revenue for the City. An upfront one-time payment of $30,000 would be received upon approval. Ongoing revenue includes annual payments of $50,000 per digital billboard face for the first five (5) years, increasing by $10,000 every five (5) years over a 30-year term. In addition, the City would receive 6% of gross profits generated by the billboard. After 30 years, future payment terms would be subject to renegotiation, allowing for potential revenue adjustments based on market conditions.

DISCUSSION: The Project Site consists of an approximately 21.17-acre parcel located at 825 Lexington-Gallatin Road, identified as Assessor Parcel Number (APN) 8119-005- 032. The Project Site is within the southwestern boundary of the City of South El Monte, in Los Angeles County, California.

Magellan Value Partners (the “Applicant”) has proposed the development of an approximately 221,815-square-foot (sf) industrial building on approximately 10.5 acres of the eastern portion of the Project Site. To allow for this development, the Project also involves a General Plan Amendment to amend the land use designation from Commercial (C) to Commercial-Manufacturing (CM) and the corresponding zone change from Commercial (C) to Manufacturing (M). The Project also involves dedicating the remaining 10.7 acres in the northwestern portion of the Project Site to the City following approval and execution of a development agreement and property donation agreement for the future development of a public City park. The future park would include athletic fields, walking trails, picnic areas, landscaping, restrooms, parking, and a digital billboard sign.

The proposed Project was presented to the Planning Commission on February 24, 2026, and April 28, 2026. Detailed information and analysis of the Project are available in the respective staff reports (Attachments D and E). This staff report for the City Council serves as a summary, and readers of this staff report are encouraged to refer to the attachments for more comprehensive details.

On February 24, 2026, the Planning Commission unanimously voted to adopt three resolutions:

1. Resolution No. 26-02 to recommend the City Council to certify the Final Environmental Impact Report (State Clearinghouse [SCH] No. 2024070062) and adopt the Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program (MMRP) pursuant to the California Environmental Quality Act (CEQA) for the Project; and, approve the General Plan Amendment and Zone Change to amend the land use designation from C to CM and zoning from C to M, respectively.

2. Resolution No. 26-03 to conditionally approve Subdivision No. TPM 23-01, Tentative Parcel Map No. 084463, to subdivide the 21-acre parcel into a 10.5-acre parcel and 10.7-acre parcel.

3. Resolution No. 26-04 to conditionally approve Conditional Use Permit No. CUP 23-07 to allow for the development of a 221,815-sf industrial building.

Pursuant to Resolutions No. 26-03 and 26-04, the Subdivision, Tentative Parcel Map, and Conditional Use Permit approvals would be contingent on the approval of General Plan Amendment and Zone Change, meaning that the entitlements would be null and void if the City Council does not certify the EIR and adopt the Facts of Finding, Statement of Overriding Considerations, and MMRP and/or deny the General Plan Amendment or Zone Change.

On April 28, 2026, the Planning Commission unanimously voted to adopt Resolution No. 26-07 to recommend the City Council approve a Development Agreement between the City of South El Monte and Magellan Value Partners to dedicate 10.7 acres to the City of South El Monte for the future development of a public park at 825 Lexington-Gallatin Road, South El Monte, CA.

On May 5, 2026, the City Council unanimously voted to continue in order to address concerns raised by council and residents during the public hearing. Subsequently, at the May 19, 2026, meeting, the Project was continued to a date uncertain to allow the applicant additional time to address input and concerns provided by council and residents.

In response to feedback received at the May 5, 2026, City Council meeting, as well as subsequent comments and concerns raised by residents during subsequent council meetings, the Applicant has undertaken the following efforts to address concerns related to Project screening, site visibility, and truck circulation:
• Enhanced Screening: The Applicant is willing to increase the height of the proposed screen wall to provide additional visual screening of the Project. • Additional Landscaping: The Applicant is willing to provide additional landscaping along the Lexington-Gallatin Road frontage to further screen the Project and improve the appearance of the site.
• Coordination with Los Angeles County: The Applicant has met with Los Angeles County, which owns the south side of Lexington-Gallatin Road, to discuss roadway circulation and potential improvements.
• Roadway Striping Concept: Through coordination with Los Angeles County, the Applicant has developed a preliminary concept for restriping Lexington-Gallatin

Road to improve traffic circulation and accommodate truck movements associated with the Project.
• Retention of Existing Loading Lane: The concept would retain the existing 8- foot loading lane on the south side of Lexington-Gallatin Road, consistent with Los Angeles County’s desire to maintain the existing condition. • Dedicated Travel Lanes: The concept would provide a 10-foot eastbound lane and a 10-foot westbound lane along the north side of Lexington-Gallatin Road. • Center Turn Lane: A 12-foot center lane would be established to facilitate truck turning movements into the Project Site and not interfere with ingress and egress to the nearby residential tract.
• Elimination of North-Side Parking: The proposed configuration would eliminate parking along the north side of Lexington-Gallatin Road, including parking by cars and trucks, in order to reduce conflicts with traffic and truck movements and improve overall roadway circulation.

Collectively, these measures demonstrate the Applicant’s continued efforts to respond to concerns raised by the City Council and residents and identify feasible modifications that address community concerns while maintaining the operational needs of the proposed development.

PUBLIC NOTICE
All notices for public hearings for the Project, which includes two (2) Planning Commission meetings, the May 5, 2026 City Council meeting, and this August 18, 2026 Special City Council Meeting, were circulated in compliance with City of South El Monte Municipal Code and California State Law. Notices are posted at City Hall, the Community Center, and the Senior Center and published in the San Gabriel Tribune, and mailed to property owners within 500 feet of the Project Site. Additionally, public notices were also mailed to property owners of the neighboring residential subdivision. The specific dates for posting, publication, and mailings are as follows:
• February 24, 2026 Planning Commission:
o Notices were published in the newspaper on 1/30/2026
o Notices were posted and mailed on 1/30/2025
• April 28, 2026 Planning Commission:
o Notices were published in the newspaper on 4/17/2026
o Notices were posted and mailed on 4/16/2026
• May 5, 2026 City Council:
o Notices were published in the newspaper on 4/20/2026
o Notices were posted and mailed on 4/20/2026
• August 18, 2026 City Council:
o Notices were published in the newspaper on 8/6/2026
o Notices were posted and mailed on 8/6/2026
o Additionally, 24"x36" public hearing notices were posted at the Project Site o Text messages were sent to the residential block east of the Project Site using the Everbridge notification system.

ENVIRONMENTAL REVIEW ANALYSIS/DETERMINATION
Pursuant to Section 15074(b) of the California Environmental Quality Act (CEQA)

Guidelines, the Planning Commission independently reviewed and considered the contents of the Final Environmental Impact Report ([EIR], SCH No. 2024070062) prepared for the Project, which is described and implemented in part by the proposed Development Agreement, on February 24, 2026.

Pursuant to CEQA Guidelines Section 15082, the City of South El Monte prepared and circulated a Notice of Preparation (NOP) and Scoping Meeting to affected agencies and interested parties for a public review period beginning on July 2, 2024. The deadline to submit comments on the NOP was August 1, 2024. The NOP was distributed to the State Clearinghouse, as well as agencies, organizations, and persons considered likely to be interested in the Project and the potential impacts. Six (6) comment letters were received during the comment period: South Coast Air Quality Management District (SCAQMD), California Department of Transportation (Caltrans), Los Angeles County Sanitation Districts, and three (3) members of the public.

Pursuant to Section 21083.9 of the CEQA Statute, the City held a Scoping Meeting on July 22, 2024, at 6:30 p.m. at the City of South El Monte in the City Hall Council Chambers. Four (4) members of the public were present. Each of the comments received during the NOP comment period and scoping meeting were subsequently addressed in the preparation of the Draft EIR.

Following the completion of the Draft EIR, a Notice of Availability (NOA) was prepared and circulated on August 28, 2025. The 45+-day public review period ended on October 13, 2025, five (5) comment letters were received during the comment period: California Department of Fish and Wildlife (CDFW; 2 letters), SCAQMD (2 letters), and Caltrans (1 letter). Responses to comments were prepared and did not require any changes to the conclusions of the EIR. The Draft EIR, Responses to Comments, as well as the Mitigation Monitoring and Reporting Program (MMRP) are collectively referred to as the Final EIR.

Planning staff determined that the Final EIR prepared for the Project satisfies the requirements of CEQA.

Pursuant to Section 15074(b) of the CEQA Guidelines, the Planning Commission independently reviewed and considered the contents of the Final EIR. Pursuant to the Planning Commission’s adoption of Resolution No. 26-02, the Planning Commission recommended the City Council to certify the Final EIR, adopt CEQA Findings of Fact, and adopt a Statement of Overriding Considerations for the Project in compliance with the CEQA Statute and the CEQA Guidelines.

The Final EIR, along with supporting studies, MMRP, CEQA Findings of Fact, and Statement of Overriding Considerations were attached to the February 24, 2026 Planning Commission Staff Report (Attachment E), and can be found on the City’s website. A copy of the Final EIR can be found at the State Clearinghouse, and at the City’s Community Development Department. The documents and other materials, which constitute the record on which this decision is based, are maintained by the City’s Community Development Department.

OTHER CONSIDERATIONS:

There is concern with the General Plan’s goal of ensuring the local street system provides safe and efficient travel routes for City residents and the business population. The proposed development would introduce a large-scale use with substantial truck and vehicle activity, including truck maneuvering and loading activities and specifically two

driveways serving the warehouse from Lexington-Gallatin Road. The administrative record includes concerns regarding truck activity and conflicts between project related vehicles and students traveling to and from South El Monte High School. The El Monte Union High School District specifically identified Lexington-Gallatin Road, Santa Anita Avenue, and Durfee Avenue as routes used by students and requested enforceable measures to address pedestrian safety, truck routes, school hour traffic activity and truck traffic volume.

The proposed amendment may not adequately advance the General Plan’s key goal of protecting residents and employees of local businesses from natural and human induced hazards affecting the community. The administrative record identifies concerns regarding project related truck activity, air quality, noise, pedestrian and bicycle safety, and potential exposure to students, employees, residents and other members of the community to these effects.

The Project’s proposed greenhouse gas emissions in determining whether the proposed General Plan Amendment is in the public interest was also considered. The environmental analysis identifies greenhouse gas emissions as a significant and unavoidable impact. The analysis estimates that the Project would generate approximately 8,665 metric tons of carbon dioxide equivalent emissions annually without the identified mitigation measures. The analysis also estimates that even after mitigation measures are implemented the Project would still produce approximately 7,928 metric tons of carbon dioxide equivalent emissions annually and thus has been identified as a significant and unavoidable environmental effect. The environmental analysis also concludes that additional mitigation is not feasible because of the City’s limited ability to address emissions generated by cars and trucks. Thus, the records demonstrate that the identified mitigation measures would not reduce the Projects’ greenhouse emissions to a less-than-significant level

ATTACHMENT(S):

A. Resolution No. 26-059 Denial
B. Resolution No. 26-031 to Certify an EIR and and Adopt a General Plan Amendment No. 23-03
C. Ordinance No. 1290 to Approve Zone Change No. 23-01
D. Ordinance No. 1291 to Approve Development Agreement No. 26-01 E. April 28, 2026 Planning Commission Staff Report
F. February 24, 2026 Planning Commission Staff Report
G. Final EIR, Mitigation Monitoring Reporting Program, CEQA Findings of Fact and Statement of Overriding Considerations and Responses to Comments H. Public Notice Mailing Radius Map

ATTACHMENT A
RESOLUTION NO. 26-059

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SOUTH EL MONTE DENYING GENERAL PLAN
AMENDMENT NO. GPA 23-03 CHANGING THE
DESIGNATION OF THE PROPERTY LOCATED AT 825

LEXINGTON-GALLATIN ROAD FROM COMMERCIAL TO
COMMERCIAL-MANUFACTURING; ZONE CHANGE NO. ZC
23-01 TO CHANGE THE ZONING FROM COMMERCIAL TO
MANUFACTURING; AND, DEVELOPMENT AGREEMENT
NO. DA 26-01 TO ENTER INTO AN AGREEMENT BETWEEN

THE CITY OF SOUTH EL MONTE AND MVP SOUTH EL
MONTE I, LLC FOR THE PROPERTY LOCATED AT 825

LEXINGTON GALLATIN ROAD
WHEREAS, Magellan Value Partners, or MVP South El Monte I, LLC (“Applicant”), filed an application for a General Plan Amendment (GPA 23-03) AND Zone Change (ZC 23-01) to change the general plan designation and zone from “Commercial” to “CommercialManufacturing” and “Commercial” to “Manufacturing,” respectively, in order to allow for the development of an approximately 221,815 square-foot industrial building (“Project”) on an approximately 10.7-acre portion of the property located at 825 Lexington-Gallatin Road, South El Monte, CA (“Property”); and
WHEREAS, on February 24, 2026, the City Planning Commission held a duly noticed public hearing and thereafter adopted Resolution No. 26-02, recommending City Council certify the Environmental Impact Report (EIR) (State Clearinghouse [SCH] No. 2024070062) and adopt the Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program (MMRP) pursuant to the California Environmental Quality Act (CEQA) for the Project; and, approve the General Plan Amendment No. GPA 23-03 and Zone Change No. ZC 23-01; and
WHEREAS, California Government Code Section 65864 et seq. authorizes the City of South El Monte (“City”) to enter into binding Development Agreements with any person having a legal or equitable interest in real property for the development of such real property in order to establish certain vested development rights in the real property; and WHEREAS, on April 28, 2026, the City Planning Commission held a duly noticed public hearing and thereafter adopted Resolution No. 26-07, recommending City Council approval of Development Agreement No. DA 26-001 between the City and MVP South El Monte I, LLC (“MVP”); and
WHEREAS, on May 5, 2026, the City Council held a duly noticed public hearing to consider the Planning Commission’s recommendation, staff report, application materials, and received evidence, both written and oral, and thereafter deliberated on and considered these applications; and
WHEREAS, the City Council continued the public hearing to May 19, 2026; and

WHEREAS, on May 19, 2026, the City Council continued to the public hearing to a date uncertain; and
WHEREAS notice of the City Council public hearing was published in the San Gabriel Valley Tribune on August 6, 2026.

WHEREAS, on August 18, 2026, at a Special Meeting, the City Council held a duly noticed public hearing where it received evidence, both written and oral, and thereafter deliberated on and considered these applications; and
WHEREAS, the City Council is the final decision making body for the proposed General Plan Amendment, Zone Change, and Development Agreement and is not required to adopt the Planning Commission’s recommendation; and
WHEREAS, Government Code section 65358(a) provides that a General Plan amendment may be adopted only when determined to be in the public interest; and WHEREAS, the South El Monte Municipal Code Section 17.03.050 provides additional findings to a proposed zoning amendment, including findings concerning the public health, safety, convenience, and general welfare; conformance with applicable policies and plans; adequacy of streets and public facilities; and compatibility with present and potential future uses; and WHEREAS, Government Code section 65867.5 provides that a development agreement is a legislative act that must be approved by ordinance, and may be adopted only if the City Council finds that the agreement is consistent with the City’s General Plan amongst other requirements; and
WHEREAS, during the public hearings the City Council considered the environmental effects found to be significant and unavoidable including significant greenhouse gas emissions; and
WHEREAS, during the public hearings the City Council considered testimony during public comment where residents expressed concerns with traffic congestion to neighboring residential communities, concerns of environmental hazards and air quality, and concerns for the health and welfare of South El Monte High School Students; and WHEREAS, after independently considering the applications and the administrative record, the City Council determines that the required findings for approval of the proposed General Plan Amendment and Zone Change cannot be made; and
WHEREAS, the City Council further determines that the required findings for approval of the proposed Development Agreement under Government Code section 65867.5 cannot be made; and
WHEREAS, based on the entire administrative record and the findings set forth below, the City Council determines that the applications should be denied.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE HEREBY FINDS, RESOLVES, AND ORDERS AS FOLLOWS:

Section 1. The recitals set forth above are true and correct and are hereby incorporated by reference.

Section 2. General Plan Amendment – Required Findings.

The City Council may approve a General Plan Amendment only if it finds that the amendment is in the public interest pursuant to Government Code Section 65358(a).

Based on the administrative record, the City Council finds that these required findings cannot be made for the following reasons:

A. Public Interest.

The City Council cannot find that the proposed General Plan Amendment is in the public interest because the proposed amendment would change the property’s existing Commercial land use designation to Commercial-Manufacturing in order to facilitate development of a large scale industrial warehouse use, which is inconsistent with the intent and objectives of the City’s adopted General Plan for commercial development at this location.

While the City’s General Plan expresses the intent of the City to continue to build its industrial base, the plan also expresses the City’s goal to create more housing opportunities and provide more commercial businesses and services to meet the needs of local residents. As it currently stands, the City almost completely built out. General Plan expresses the intent to provide additional commercial businesses and services to meet the needs of local residents and the daytime business population and identifies as a key goal the facilitation and encouragement of local and regional serving commercial uses that at key sites within the City. The proposed General Plan Amendment would instead facilitate an approximately 221,815 square-foot industrial warehouse use and would move the property from the General Plan’s stated objective of providing commercial businesses and services that serve the City’s residents and daytime business population,
The City Council further finds that the proposed amendment is not consistent with the General Plan’s goal of ensuring the local street system provides safe and efficient travel routes for City residents and the business population. The proposed development would introduce a largescale use with substantial truck and vehicle activity, including truck maneuvering and loading activities and specifically two driveways serving the warehouse from Lexington-Gallatin Road. The administrative record includes concerns regarding truck activity and conflicts between project related vehicles and students traveling to and from South El Monte High School. The El Monte Union High School District specifically identified Lexington-Gallatin Road, Santa Anita Avenue, and Durfee Avenue as routes used by students and requested enforceable measures to address pedestrian safety, truck routes, school hour traffic activity and truck traffic volume.

The City Council also finds that the proposed amendment does not adequately advance the General Plan’s key goal of protecting residents and employees of local businesses from natural and human induced hazards affecting the community. The administrative record identifies concerns regarding project related truck activity, air quality, noise, pedestrian and bicycle safety, and potential exposure to students, employees, residents and other members of the community to these effects.

The City Council also considers the project’s proposed greenhouse gas emissions in determining whether the proposed General Plan Amendment is in the public interest. The environmental analysis identifies greenhouse gas emissions as a significant and unavoidable impact. The analysis estimates that the Project would generate approximately 8,665 metric tons of carbon dioxide equivalent emissions annually without the identified mitigation measures.

The analysis also estimates that even after mitigation measures are implemented the Project would still produce approximately 7,928 metric tons of carbon dioxide equivalent emissions annually and thus has been identified as a significant and unavoidable environmental effect.

The environmental analysis also concludes that additional mitigation is not feasible because of the City’s limited ability to address emissions generated by cars and trucks. Thus, the records demonstrate that the identified mitigation measures would not reduce the Projects’ greenhouse emissions to a less-than-significant level.

The City Council has considered this significant and unavoidable environmental impact together with the Project’s characteristics, its transportation demands, surrounding land uses, the City’s General Plan objectives, and the public comments and testimony presented concerning the project. The City Council finds that the proposed change in land use designation is not in the public interest.

Accordingly, the City Council hereby denies General Plan Amendment No. GPA 23-03.

Section 3. Zone Change- Required Findings.

Pursuant to the South El Monte Municipal Code sections 17.03.150 the City Council must make the required findings before approving a Zone Change. The City Council finds that the required findings cannot be made for the following reasons:

A. The City Council cannot find that substantial evidence exists that the proposed zone change will promote the public health, safety, convenience and general welfare of the City because the proposed change from the existing Commercial zoning designation to the Manufacturing zone would facilitate a large-scale industrial warehouse use, including truck circulation, loading and unloading activities, and potentially continuous operations in an area where students, pedestrians, residents and other members of the public travel.

The community has raised significant concerns during public testimony regarding pedestrian safety, efficient travel and effects of greenhouse emissions. The City Council has considered the General Plan’s goal of ensuring that the local street system provides safe and efficient travel routes for City residents and the business population and its goal of protecting residents and employees of local businesses from natural and human-induced hazards affecting the community. The administrative record also contains concerns regarding the Projects truck activity, noise, and the relationship between warehouse operations and nearby sensitive uses.

The City Council considers that the significant and unavoidable impact of greenhouse emissions of approximately 8,665 metric tons of carbon dioxide together with the Project’s transportation demands and other operational characteristics weigh against a finding that the proposed Manufacturing zone would promote the public health, safety,

convenience and general welfare of the City. Accordingly, the City Council cannot make the required finding.

B. The City Council cannot find that the proposed zone change is in conformance with the General Plan and other applicable policies and plans because the proposed Zone Change is dependent upon approval of General Plan Amendment No. GPA 23-03, which would change the property’s existing Commercial land use designation to Commercial-Manufacturing.

The City Council has denied General Plan Amendment No. GPA 23-03. Accordingly, the property’s existing Commercial land use designation remains in effect, and the proposed Manufacturing zoning would not conform to the General Plan.

The proposed Zone Change also would not further the General Plan’s stated intent to provide additional commercial businesses and services to meet the needs of local residents and daytime business population or its goal of encouraging development of local and regional serving commercial uses at key sites in the City.

The City Council therefore cannot make the required finding that the proposed Zone Change conforms to the General Plan and other applicable policies and plans.

C. The City Council cannot find that existing or planned streets, utilities, and public facilities are adequate to serve the uses permitted under the proposed zoning because the proposed Manufacturing zoning would facilitate a large-scale industrial warehouse use generating substantial truck and vehicle activity in an area where the existing transportation network is also used by students, pedestrians, and bicyclists. The administrative record identifies concerns regarding truck circulation and conflicts between project-related vehicles and students traveling to and from South El Monte High School, including along Lexington-Gallatin Road, Santa Anita Avenue, and Durfee Avenue. The record also includes Caltrans recommendations for pedestrian and bicycle improvements intended to reduce exposure to vehicles Based on the entire administrative record, the City Council cannot conclude that the existing and planned street system is adequate to safely and efficiently serve the intensity and type of industrial activity that would be permitted under the proposed Manufacturing zoning.

D. The City Council cannot find that the uses permitted under the proposed zoning would be compatible with existing and anticipated future uses in the surrounding area because the proposed Manufacturing Zoning would facilitate industrial uses with operational characteristics that differ materially from the commercial, educational, recreational and residential uses in the surrounding area.

The City Council finds that the Project’s greenhouse gas emissions and the inability to fully mitigate those emissions are relevant to the City’s determination of whether the proposed industrial use is appropriately located and compatible with surrounding and anticipated future uses. These considerations are significant given the proximity of the project site to recreational uses, South El Monte High School, residential uses and established pedestrian and bicycle routes.

Based upon the totality of the administrative record, the City Council cannot find that the uses permitted under the proposed Manufacturing zoning would be compatible with existing and anticipated future uses in the surrounding area. Accordingly, the City Council hereby denies Zone Change No. ZC 23-01.

Section 4. Development Agreement.

Pursuant to Government Code section 65867.5 requires that a development agreement be consistent with the General Plan and any applicable specific plans.

Based on the City Council’s findings that the proposed General Plan Amendment and Zone Change are inconsistent with the General Pan and cannot be approved, the City Council further finds that the proposed Development Agreement is also inconsistent with the General Plan.

Accordingly, the City Council denies the proposed Development Agreement.

Section 5. A Final Environmental Impact Report (“FEIR”) was prepared for the project (SCH No. 2024070062) in accordance with the requirements of the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.) (“CEQA”) and the CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.), which includes a required Mitigation Monitoring and Reporting Program (“MMRP”).

Section 6. The denial of the Project negates the need for the certification of the FEIR under CEQA, as CEQA does not apply to projects in which a public agency rejects or disapproves per Section 15270 (a) (“Projects Which Are Disapproved) of the CEQA Guidelines.

Section 7. City Council’s denial of General Plan Amendment No. GPA 23-03, Zone Change No. ZC 23-01, and Development Agreement No. DA 26-01 also nullifies all approvals by the Planning Commission related to this Project.

Section 8. If any section, subsection, sentence, clause, phrase, or portion of this Resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

The City Council hereby declares that it would have adopted this Resolution, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, or portions might subsequently be declared invalid or unconstitutional.

Section 9. The City Clerk shall certify the passage and adoption of this Resolution and shall cause this Resolution to be published and/or posted as required by law, which shall take full force and effect thirty (30) days from its adoption.
[Signatures on the following page]

PASSED, APPROVED AND ADOPTED this 18th day of August 2026. ______________________________
Gloria Olmos, Mayor
ATTEST:

Adrian Garcia, MMC, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, City Clerk of the City of South El Monte, do hereby certify that the above and foregoing Resolution No. 26-059 was duly passed and approved by not less than a majority of the City Council of the City of South El Monte at a special meeting of said Council held on this 18th day of August 2026, and that said Resolution was adopted by the following vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSTAIN: Councilmember(s):

ABSENT: Councilmember(s):
_____________
Adrian Garcia, MMC, City Clerk

ATTACHMENT B
RESOLUTION NO. 26-031

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

CERTIFYING THE FINAL ENVIRONMENTAL IMPACT
REPORT (STATE CLEARINGHOUSE NO. 2024070062) FOR
THE PROJECT LOCATED AT 825 LEXINGTON-GALLATIN
ROAD, AND ADOPTING GENERAL PLAN AMENDMENT NO.
23-03 TO CHANGE THE LAND USE DESIGNATION FROM

COMMERCIAL TO COMMERCIAL-MANUFACTURING
WHEREAS, Magellan Value Partners (“Applicant”) filed an application for a General Plan Amendment (No. 23-03) to change the land use designation of the property located at 825 LexingtonGallatin Road, South El Monte, CA (“Property”), from “Commercial” to “CommercialManufacturing” to allow for the development of an approximately 221,815 square-foot industrial building on an approximately 10.5-acre portion of the Property (“Project”). The legal description of the Property will change following recordation of the Final Map for the Project, which will establish two separate legal lots on the Property; and
WHEREAS, an environmental assessment of the Project was conducted in accordance with the California Environmental Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.) and the CEQA Guidelines (Cal. Code Regs., tit 14. § 15000 et seq.), and pursuant to Section 15074(b), the City’s Planning Commission independently reviewed and considered the contents of the Final Environmental Impact Report (“Final EIR”) (SCH No. 2024070062) prepared for the Project; and WHEREAS, on February 24, 2026, the City’s Planning Commission held a duly noticed public hearing at which evidence, both written and oral, was presented to and considered by the Planning Commission before it approved Resolution No. 26-02 recommending City Council approval of General Plan Amendment No. 23-03, the certification of the Final EIR, and adoption of CEQA Findings of Fact, a Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for the Project in compliance with CEQA and the CEQA Guidelines; and WHEREAS, pursuant to South El Monte Municipal Code (“SEMMC”) Section 17.03.150 and Government Code Section 65350 et seq., the Planning Commission made the relevant findings required before it approved Resolution No. 26-02 and General Plan Amendment No. 23-03; and WHEREAS, pursuant to CEQA and the CEQA Guidelines, the Planning Commission made the relevant findings required before it approved Resolution No. 26-02 recommending the City Council’s certification of the Final EIR; and
WHEREAS, the City Council has reviewed Resolution No. 26-02, the accompanying staff report, Planning Commission’s findings and recommendations, General Plan Amendment No. 23- 03, and the Final EIR; and
WHEREAS, on May 5, 2026, pursuant to SEMMC Section 17.03.150(F), the City Council held a duly noticed public hearing, at which it received evidence, both written and oral, made the required findings, and thereafter deliberated on and considered General Plan Amendment No. 23- 03, the certification of the Final EIR and adoption of CEQA Findings of Fact, a Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for the Project in compliance with the CEQA and the CEQA Guidelines; and

WHEREAS, the project was continued to the May 19, 2026, meeting and subsequently continued to a date uncertain; and
WHEREAS, on August 18, 2026, pursuant to SEMMC Section 17.03.150(F), the City Council held a duly noticed public hearing, at which it received evidence, both written and oral, made the required findings, and thereafter deliberated on and considered General Plan Amendment No. 23-03, the certification of the Final EIR and adoption of CEQA Findings of Fact, a Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for the Project in compliance with the CEQA and the CEQA Guidelines; and WHEREAS, notice of the City Council public hearing was published pursuant to SEMMC Section 17.03.130 in the San Gabriel Valley Tribune on August 6, 2026.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

SECTION 1. The Recitals set forth above are true and correct, are hereby adopted as findings, and are incorporated into this Resolution.

SECTION 2. Pursuant to Public Resources Code Section 21082.1, the City Council hereby incorporates into this Resolution the Planning Commission Resolution No. 26-02, the accompanying staff report, and the findings of fact provided therein, and finds and determines that the Final EIR was completed in accordance with CEQA and that the Final EIR reflects the City’s independent judgment and analysis.

SECTION 3. Based on the foregoing, the City Council hereby adopts this Resolution No. 26-031, certifying the Final EIR and adopting the Findings of Fact, the Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program for the Project in compliance with CEQA and CEQA Guidelines.

SECTION 4. The City Council hereby finds, in accordance with SEMMC Section

17.03.150(A), the proposed General Plan Amendment No. 23-03 is consistent with the City’s General Plan, and other officially adopted policies and plans, and the goals and objectives stated therein. No goal or policy will be impaired.

General Plan Land Use Element
Goal 1.0: Maintain a balanced mix and distribution of land uses throughout South El Monte.

Policy 1.5: Continue to provide opportunities for establishment and expansion of a broad range of industrial businesses within those areas of the City designated for industrial.

Goal 2: Focus new revenue-generating development in those areas of the City with high visibility.

Goal 3.0: Accommodate new development that is compatible with and complements existing land uses.

Goal 6.0: Provide for the revitalization of deteriorating land uses and properties.

SECTION 5. Based on the record of the hearing held on May 5, 2026, including all information presented at the hearing, the Planning Commission Staff Report dated February 24,

2026, and Planning Commission Resolution No. 26-02, which is hereby incorporated into this Resolution No. 26-031 by reference, the City Council adopts as its own the following Planning Commission findings made pursuant to SEMMC Section 17.03.150(E)(3):

A. Substantial proof exists that the proposed change will promote the public health, safety, convenience and general welfare of the citizens of the City; and B. The proposed change is in conformance with the purpose of Chapter 17.03 (Permit Approval Procedures) and with all applicable, officially adopted policies and plans; and C. Streets and public facilities existing or proposed are adequate to serve all uses permitted when the property is reclassified; and
D. All uses permitted when the property is reclassified will be compatible with present and potential future uses, and further, existing regulations applying to the property in question.

SECTION 6. Based on the above and pursuant to Government Code Section 65356, the City Council hereby adopts this Resolution No. 26-031 by not less than a majority of the City Council approving General Plan Amendment No. 23-03, changing the Property’s land use designation from “Commercial” to “Commercial-Manufacturing.”

SECTION 7. The City Council’s approval of General Plan Amendment No. 23-03 is dependent on the City Council’s certification of the FEIR and adoption of a Statement of Overriding Considerations for the significant and unavoidable greenhouse gas emissions impact identified in the FEIR.

SECTION 8. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof might subsequently be declared invalid or unconstitutional.

SECTION 9. The City Clerk shall certify the passage and adoption of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law, which shall take full force and effect thirty days from its adoption.
[Signatures on following page]

PASSED, APPROVED AND ADOPTED this 18th day of August 2026.

Gloria Olmos, Mayor
ATTEST:

Adrian Garcia, MMC, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, City Clerk of the City of South El Monte, do hereby certify that the above and foregoing Resolution No. 26-031, was duly passed and approved by not less than a majority of the City Council of the City of South El Monte at a special meeting of said Council held on this 18th day of August 2026, and that said Resolution was adopted by the following vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSTAIN: Councilmember(s):

ABSENT: Councilmember(s):

Adrian Garcia, MMC, City Clerk

ATTACHMENT C
ORDINANCE NO. 1290

AN ORDINANCE OF THE CITY OF SOUTH EL MONTE
APPROVING ZONE CHANGE NO. 23-01, CHANGING THE
DESIGNATION OF THE PROPERTY LOCATED AT 825

LEXINGTON-GALLATIN ROAD FROM COMMERCIAL

TO MANUFACTURING TO ALLOW DEVELOPMENT OF
AN INDUSTRIAL USE.

WHEREAS, Magellan Value Partners, or MVP South El Monte I, LLC (“Applicant”), filed an application for a Zone Change (No. 23-01) to change the zoning designation from “Commercial” to “Manufacturing” in order to allow for the development of an approximately 221,815 square-foot industrial building (“Project”) on an approximately 10.7-acre portion of the property located at 825 Lexington-Gallatin Road, South El Monte, CA (“Property”); and WHEREAS, on February 24, 2026, the City Planning Commission held a duly noticed public hearing and thereafter adopted Resolution No. 26-02, recommending City Council approval of No. 23-01; and
WHEREAS, concurrently, the Applicant filed applications for a General Plan Amendment No. 23-03, Subdivision No. 23-01, Tentative Parcel Map No. 084463, Conditional Use Permit No. 23-07, and a Development Agreement, which allow the Applicant to develop the Project and to dedicate 10.7 acres of the subject property located at 825 Lexington-Gallatin Road to the City for future development as a public park; and
WHEREAS, approval of No. 23-01 is dependent on City Council’s review and approval of General Plan Amendment No. 23-03, certification of the Final Environmental Impact Report (“FEIR”) for the Project, and approval of the Development Agreement; and WHEREAS, the City Council has reviewed No. 23-01 and the Planning Commission’s findings and recommendations; and
WHEREAS, on May 5, 2026, pursuant to South El Monte Municipal Code (“SEMMC”) section 17.03.150(F), the City Council held a duly noticed public hearing, at which it received evidence, both written and oral, made the required findings, and thereafter deliberated on and considered this Ordinance; and
WHEREAS, the project was continued to the May 19, 2026, meeting and subsequently continued to a date uncertain; and
WHEREAS, on August 18, 2026, pursuant to South El Monte Municipal Code (“SEMMC”) section 17.03.150(F), the City Council held a duly noticed public hearing, at which it received evidence, both written and oral, made the required findings, and thereafter deliberated on and considered this Ordinance; and
WHEREAS, notice of the City Council public hearing was published pursuant to SEMMC section 17.03.130 in the San Gabriel Valley Tribune on August 6, 2026.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. The Recitals set forth above are true and correct and are hereby adopted as findings and are incorporated into this Ordinance.

Section 2. The City Council hereby approves the first reading of Ordinance No. 1290, which approves Zone Change No. 23-01 as set forth below.

Section 3. Based on the record of the hearing held on May 5, 2026, including all information presented at the hearing, the Planning Commission Staff Report dated February 24, 2026, and Planning Commission Resolution No. 26-02, which is hereby incorporated into this Ordinance No. 1290 by reference and included at Attachment “A,” the City Council approves the Planning Commission’s recommendation to adopt Zone Change No. 23-01 and approves the following Planning Commission findings made pursuant to SEMMC Section 17.03.150 (E)(3):

A. Substantial proof exists that the proposed change will promote the public health, safety, convenience and general welfare of the citizens of the City; and B. The proposed change is in conformance with the purpose of Chapter 17.03 (Permit Approval Procedures) and with all applicable, officially adopted policies and plans; and C. Streets and public facilities existing or proposed are adequate to serve all uses permitted when the property is reclassified; and
D. All uses permitted when the property is reclassified will be compatible with present and potential future uses, and further, existing regulations applying to the property in question.

Section 4. In accordance with SEMMC Section 17.03.150(A), the proposed Zone Change No. 23-01 is consistent with the City’s General Plan and other officially adopted policies and plans, and the goals and objectives stated therein. No goal or policy will be impaired.

General Plan Land Use Element
Goal 1.0: Maintain a balanced mix and distribution of land uses throughout South El Monte.

Policy 1.5: Continue to provide opportunities for establishment and expansion of a broad range of industrial businesses within those areas of the City designated for industrial.

Goal 2: Focus new revenue-generating development in those areas of the City with high visibility.

Goal 3.0: Accommodate new development that is compatible with and complements existing land uses.

Goal 6.0: Provide for the revitalization of deteriorating land uses and properties.

Section 5. An FEIR was prepared for the Project (State Clearinghouse No. 2024070062) associated with this Zone Change No. 23-01 in accordance with the requirements of the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.) (“CEQA”) and the CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.), which includes a required Mitigation Monitoring and Reporting Program. The City Council’s approval of this Zone Change No. 23-01 is dependent on the City Council’s certification of the FEIR and adoption of a statement of overriding considerations for the significant and unavoidable greenhouse gas emissions impact identified in the FEIR.

Section 6. City Council’s approval of No. 23-01 is also dependent on City Council’s review and approval of General Plan Amendment No. 23-03 and the Development Agreement.

Section 7. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

Section 8. The City Clerk shall certify the passage and adoption of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law, which shall take full force and effect thirty days from its adoption.
[Signatures on the following page]

PASSED, APPROVED AND ADOPTED this 18 day of August 2026. ________________________________
Gloria Olmos, Mayor
ATTEST:
________________________________
Adrian Garcia, MMC, City Clerk
APPROVED AS TO FORM:
________________________________
Susie A. Altamirano, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, City Clerk of the City of South El Monte, hereby certify that the foregoing Ordinance, being Ordinance No. 1290 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the ___ day of ____ 2026, and that thereafter, said Ordinance was duly passed and adopted by the City Council of the City of South El Monte at a regular meeting of said Council held on the ___ day of ____ 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Adrian Garcia, MMC, City Clerk

ATTACHMENT “A”
PLANNING COMMISSION RESOLUTION NO. 26-02
AND STAFF REPORT DATED FEBRUARY 24, 2026

ATTACHMENT D
ORDINANCE NO. 1291

AN ORDINANCE OF THE CITY OF SOUTH EL MONTE

AUTHORIZING THE EXECUTION OF A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF SOUTH

EL MONTE AND MVP SOUTH EL MONTE I, LLC, FOR
THE PROPERTY LOCATED AT 825 LEXINGTONGALLATIN ROAD.

WHEREAS, California Government Code Section 65864 et seq. authorizes the City of South El Monte (“City”) to enter into binding Development Agreements with any person having a legal or equitable interest in real property for the development of such real property in order to establish certain vested development rights in the real property; and WHEREAS, on April 28, 2026, the City Planning Commission held a duly noticed public hearing and thereafter adopted Resolution No. 26-07, recommending City Council approval of a Development Agreement between the City and MVP South El Monte I, LLC (“MVP”), incorporated herein and attached hereto as Attachment “A”; and WHEREAS, the Development Agreement implements the project associated with General Plan Amendment No. 23-03, Zone Change No. 23-01, Subdivision No. 23-01, Tentative Parcel Map No. 084463, and Conditional Use Permit No. 23-07, and allows MVP to dedicate 10.7 acres of the subject property located at 825 Lexington-Gallatin Road to the City for future development as a public park; and
WHEREAS, approval of the Development Agreement is dependent on City Council’s review and approval of General Plan Amendment No. 23-03 and Zone Change No. 23-01, and City Council’s certification of the EIR for the project; and WHEREAS, the City Council has reviewed the Development Agreement and Planning Commission’s findings and recommendations; and
WHEREAS, on May 5, 2026, the City Council held a duly noticed public hearing where it received evidence, both written and oral, and thereafter deliberated on and considered this Ordinance; and
WHEREAS, the project was continued to the May 19, 2026, meeting and subsequently continued to a date uncertain; and
WHEREAS, on August 18, 2026, the City Council held a duly noticed public hearing where it received evidence, both written and oral, and thereafter deliberated on and considered this Ordinance; and
WHEREAS, notice of the City Council public hearing was published in the San Gabriel Valley Tribune on August 6, 2026.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. The recitals set forth above are true and correct and are hereby incorporated by reference.

Section 2. The City Council hereby adopts as its own, the evidence and findings in Planning Commission Resolution No. 26-07 and the accompanying staff report, incorporated herein and attached hereto as Attachment “B,” and finds, pursuant to Government Code Section 65867.5, that the Development Agreement is consistent with the City’s General Plan and any applicable specific plan.

Section 3. The City Council hereby approves the Development Agreement and authorizes and directs the Mayor to execute the Development Agreement in the City’s name.

Section 4. A Final Environmental Impact Report was prepared for the project (State Clearinghouse No. 2024070062) associated with this Development Agreement in accordance with the requirements of the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.) (“CEQA”) and the CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.), which includes a required Mitigation Monitoring and Reporting Program (collectively, the “FEIR”). The City Council’s approval of this Development Agreement is dependent on City Council’s certification of the FEIR and adoption of a statement of overriding considerations for the significant and unavoidable greenhouse gas emissions impact identified in the FEIR.

Section 5. City Council’s approval of the Development Agreement is also dependent on City Council’s review and approval of General Plan Amendment No. 23-03 and Zone Change No. 23-01.

Section 6. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.

The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

Section 7. The City Clerk shall certify the passage and adoption of this Ordinance and shall cause this Ordinance to be published and/or posted as required by law, which shall take full force and effect thirty days from its adoption. The City Clerk is also directed to record a copy of this Development Agreement with the county recorder pursuant to Government Code Section 65868.5. [Signatures on the following page]

PASSED, APPROVED AND ADOPTED this 18th day of August 2026. ________________________________
Gloria Olmos, Mayor
ATTEST:
________________________________
Adrian Garcia, MMC, City Clerk
APPROVED AS TO FORM:
________________________________
Susie A. Altamirano, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, City Clerk of the City of South El Monte, hereby certify that the foregoing Ordinance, being Ordinance No. 1291 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the ___ day of ____ 2026, and that thereafter, said Ordinance was duly passed and adopted by the City Council of the City of South El Monte at a regular meeting of said Council held on the ____ day of ____ 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Adrian Garcia, City Clerk

ATTACHMENT “A”

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SOUTH EL MONTE

AND MVP SOUTH EL MONTE I, LLC

ATTACHMENT “B”
PLANNING COMMISSION RESOLUTION NO. 26-07
AND STAFF REPORT DATED FEBRUARY 24, 2026

Planning Commission Agenda Report
Agenda Item No. 7.c.

DATE: April 28, 2026
TO: Honorable Chairman and Members of the Planning Commission APPROVED BY: Gerardo Marquez, Director of Community Development and Public Works
SUBMITTED BY: Tiffany Ho, Community Development Manager SUBJECT: ADOPTION OF RESOLUTION NO. 26-07, RECOMMENDING

THAT THE CITY COUNCIL APPROVE A DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF SOUTH EL MONTE
AND MAGELLAN VALUE PARTNERS TO DEDICATE 10.7

ACRES TO THE CITY OF SOUTH EL MONTE FOR THE
FUTURE DEVELOPMENT OF A PUBLIC PARK AT 825
LEXINGTON-GALLATIN ROAD, SOUTH EL MONTE, CA.

PUBLIC NOTICE: Notice of the public hearing was posted and mailed to property owners within 500 feet of the project site on April 16, 2026. Notice of the public hearing was also published in the San Gabriel Valley Tribune on April 17, 2026.

PROJECT LOCATION: Address: 825 Lexington-Gallatin Road
APN: 8119-005-032
Applicant: Rick Martinez, Magellan Value Partners
Property Owner: MVP South El Monte I, LLC
Zone: C (Commercial)
Lot Size: 922,691 square feet (21.17 acres)
Table 1 - Surrounding Zoning and Land Use Summary
Location Zone General Plan Land Use
North Los Angeles County Los Angeles County State Route 60 (SR-60) South Los Angeles County
R-1 (Single-Family
Residential)
R-3 (Multi-Family
Residential)
Los Angeles County
Low-Density Residential
Medium-Density Residential
Whittier Narrows Park
(Los Angeles County)
Residential
Residential

ATTACHMENT E

East Los Angeles County
R-1 (Single-Family
Residential)
R-3 (Multi-Family
Residential)
C (Commercial)
C-M (CommercialManufacturing)
Los Angeles County
Low-Density Residential
Medium-Density Residential
Commercial
Commercial-Manufacturing
Whittier Narrows Park
Residential
Residential
Commercial
Industrial
West Los Angeles County Los Angeles County Whittier Narrows Park BACKGROUND: The Project Site consists of an approximately 21-acre (rounded from

21.17 acres) parcel located at 825 Lexington-Gallatin Road, identified as Assessor Parcel Number (APN) 8119-005-032. The Project Site is within the southwestern boundary of the City of South El Monte, in Los Angeles County, California.

The Project Site is generally bordered by Santa Anita Avenue to the north and west, Lexington-Gallatin Road to the south/southeast, and vacant land to the northeast.

Surrounding land uses and infrastructure include SR-60 and vacant property to the north; Whittier Narrows Recreation Area to the southeast and west; limited office uses to the south at the intersection of Santa Anita Avenue and Lexington-Gallatin Road; and residential uses to the northeast. The General Land Use Designation and Zoning are summarized in Table 1.

The 21-acre site currently consists of remains from previous uses of the site including remnants of building foundations, a dilapidated shack, and radio tower footings. Most notably, the Project Site is located within the U.S. Army Corps of Engineers (USACE) reservoir flowage easement area which is associated with the spillway activation elevation of the Whittier Narrows Dam.

Magellan Value Partners (“Applicant”) has proposed the development of an approximately 221,815-square-foot (sf) industrial building on approximately 10.5 acres of the eastern portion of the Project Site. To allow for this development, the Project also involves a General Plan Amendment to amend the land use designation from Commercial (C) to Commercial-Manufacturing (CM) and the corresponding zone change from Commercial (C) to Manufacturing (M). The Project also involves dedicating the remaining

10.7 acres in the northwestern portion of the Project Site to the City with following approval and execution of a development agreement and property donation agreement for the future development of a public City park. The future park would include athletic fields, walking trails, picnic areas, landscaping, restrooms, parking, and a digital billboard sign.The Project was presented to the Planning Commission on February 24, 2026, wherein the Commission voted 4-0 to adopt three resolutions:

1. Resolution No. 26-02 to recommend the City Council certify the Final Environmental Impact Report (State Clearinghouse [SCH] No. 2024070062) and adopt the Findings of Fact, Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program (MMRP) pursuant to the California Environmental Quality Act (CEQA) for the Project; and, approve the General Plan Amendment and Zone Change to amend the land use designation from C to CM and zoning from C to M, respectively.

2. Resolution No. 26-03 to conditionally approve Subdivision No. 23-01, Tentative Parcel Map No. 084463, to subdivide the 21-acre parcel into a 10.5-acre parcel and 10.7-acre parcel.

3. Resolution No. 26-04 to conditionally approve Conditional Use Permit No. 23-07 to allow for the development of a 221,815-sf industrial building.

Pursuant to Resolutions No. 26-03 and 26-04, the Subdivision, Tentative Parcel Map, and Conditional Use Permit approvals would be contingent on the approval of General Plan Amendment and Zone Change, meaning that the entitlements would be null and void if the City Council did not certify the EIR and adopt the Facts of Finding, Statement of Overriding Considerations, and MMRP and/or deny the General Plan Amendment or Zone Change. The Staff Report provided analysis on the aforementioned applications and the signed resolutions are attached as Attachments D, E, and F, respectively.

Proposed Project
The Applicant has proposed the dedication of a 10.7-acre area for the future development of a public City Park to be facilitated by a Development Agreement. The Development Agreement is intended to provide assurance to the Applicant that a project may generally proceed subject to the policies, rules, regulations, and conditions of approval applicable to the project at the time of approval, regardless of any changes to City policies, rules, and regulations after project approval. In return, the City would provide assurance that the project will further important citywide goals and policies that have been officially recognized by the City Council, and provide the City with significant, tangible benefits beyond those that may be required by the City through project conditions of approval. In this case, the Development Agreement No. 26-01 would also authorize the City Manager to sign the Open Space Donation Agreement, the specific instrument to dedicate and convey ownership of the 10.7-acre area for the public park.

The Draft Development Agreement is attached as Attachment B, and the Public Open Space Donation Agreement is attached as Attachment C and referenced as Exhibit D to in the Development Agreement.

The following is a summary of the benefits of the Project and the City’s obligations as described in the Agreement:

Benefits of the Development Agreement

1. Donation of a 10.7-Acre Public Park Site. The Applicant (referred to in the Development Agreement as “Owner”) would donate fee title to an approximately

10.7-acre Public Open Space Site for development as a future public park. The size and location of this site provide significant community recreation and open-space benefits near existing public parks (Whittier Narrows Park) managed by the Los Angeles County.

2. Limited Site Preparation for the Public Park. The Applicant would conduct rough grading and potentially other site preparation (e.g., stormwater swales, installation of utilities, etc.) to support future park development.

3. Section 408 Permitting. The Applicant would obtain all necessary permits, including Section 408 Permits with the United States Army Corps of Engineers (USACE), to allow for development of the future park space and industrial building in connection with the underlying easements to the Whitter Flood Control Basin.

4. Flood Control and Infrastructure Improvements. The Applicant would design and construct Storage Basin Improvements to accommodate potential floodwaters

from the Whittier Flood Control Basin, including but not limited to, the installation of a storm drainage basin and connection to existing County Flood Control District pipeline.

5. Industrial Building Economic and Fiscal Benefits. The 221,815-sf industrial building would generate employment opportunities during construction and occupancy of the project and generate property tax and sales/use tax.

6. Digital Billboard Benefits. The proposed digital building would provide a number of economic and fiscal benefits, including:
o One-Time Development Fee. The Applicant would remit a one-time Development Fee of $30,000 to the City.
o Annual Payments. The Applicant would remit an annual revenue payment of $50,000 per digital face to the City for the first five (5) years. Payments would increase by $10,000 every five (5) years. This payment structure would remain in place for 30 years, after which the City and Applicant would negotiate subsequent annual fees and/or revenue sharing terms. o Revenue Sharing. The Applicant would remit 6% of net profit generated by the billboard to the City.
o City Branding. The digital billboard would prominently feature the City's name and logo.
o City Advertisement. The City would receive dedicated advertising time and space on the billboard at no cost.
o Public Safety Announcements. The digital billboard would be integrated with the Amber Alert communication network and coordinated work with local, regional, and federal agencies to display public health and safety alerts.
o Discounted Local Business Advertisements. South El Monte brick and mortar businesses with current and active business licenses would be eligible for discounted advertising rates on the digital billboard.

Summary of the City's Obligations

1. Development, Operation, and Maintenance of the Public Park. The City would become the sole responsible party for designing, constructing, operating, maintaining, and repairing the future City Public Open Space Improvements on the donated 10.7-acre site, except for the area and improvements associated with the digital billboard.

2. Reimbursement Obligations. The City would reimburse the Applicant for its proportional share of the Storage Basin Improvements and any agreed-upon site preparation costs, as described in the Public Open Space Donation Agreement.

3. Cooperation and Facilitation of Project Approvals. The City would not obstruct the Digital Billboard’s permitted visibility and issue all necessary building/electrical permits for the Applicant to obtain Caltrans approvals in compliance with local, state, and federal codes and regulations. The City would not to apply its sign prohibitions or conditional use permit requirements to the Digital Billboard on the Public Open Space Site. The City would process subsequent approvals consistent with the vested rights granted by the Agreement and would not impose new rules that conflict with previously approved entitlements.

4. Conduct Periodic Compliance Reviews. The City would conduct annual good-faith compliance reviews of the Applicant’s performance under the agreement.

5. Cooperation in Third-Party Litigation. If the Agreement or entitlements are legally challenged, the City would cooperate with the Applicant in defending the approvals.

6. Granting Easements and Executing Required Documents. The City would grant an easement for billboard access and maintenance on the Public Open Space Site. The City Manager would be authorized to execute the Public Open Space Donation Agreement.

RECOMMENDATION: Adopt Resolution No. 26-07 (Attachment A), recommending that the City Council approve a Development Agreement between the City of South El Monte and Magellan Value Partners to dedicate 10.7 acres to the City of South El Monte for the future development of a public park at 825 Lexington-Gallatin Road, South El Monte, CA.

ANALYSIS: The proposed Development Agreement (Development Agreement No. 26- 01) between the City of South El Monte and the Applicant is being processed pursuant to Government Code Sections 65864-65869.5. Government Code Section 65867.5(b) & (c) requires:
(b) A development agreement shall not be approved unless the legislative body finds that the provisions of the agreement are consistent with the general plan and any applicable specific plan.
(c) A development agreement that includes a subdivision, as defined in Section 66473.7, shall not be approved unless the agreement provides that any tentative map prepared for the subdivision will comply with Section 66473.7.

On February 24, 2026, the Planning Commission adopted resolutions recommending the City Council find the project consistent with the General Plan. The Project is not subject to any specific plan. Further, the Project is not subject to Government Code Section 66463.7 as it does not involve a residential subdivision. Because the proposed Development Agreement memorializes the benefits, obligations, and implementation of the Project, and the Project is consistent with the General Plan, the Development Agreement would also be consistent with the General Plan and may be considered for approval by the City Council.

ENVIRONMENTAL REVIEW: Pursuant to Section 15074(b) of the CEQA Guidelines, the Planning Commission independently reviewed and considered the contents of the Final EIR (SCH No. 2024070062) prepared for the Project, which is described and implemented in part by the proposed Development Agreement, on February 24, 2026.

Pursuant to the Planning Commission’s adoption of Resolution No. 26-02, the Planning Commission recommended the City Council certify the Final EIR and adopt CEQA Findings of Fact, a Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program (MMRP) for the Project in compliance with the CEQA Statute and the CEQA Guidelines.

The Final EIR, along with supporting studies, MMRP, CEQA Findings of Fact, and Statement of Overriding Considerations were attached to the February 24, 2026 Planning Commission Staff Report (Attachment G) and can be found on the City’s website. A copy of the Final EIR can be found at the State Clearinghouse, and at the City’s Community Development Department. The documents and other materials, which constitute the

record on which this decision is based, are maintained by the City’s Community Development Department.

CONCLUSION: Staff recommends that the Planning Commission adopt Resolution No. 26-07, recommending that the City Council approve the Development Agreement between the City of South El Monte and Magellan Value Partners to dedicate 10.7 acres to the City of South El Monte for the future development of a public park at 825 LexingtonGallatin Road, South El Monte, CA.

The Development Agreement implements the Project associated with General Plan Amendment No. 23-03, Zone Change No. 23-01, Subdivision No. 23-01, Tentative Parcel Map No. 084463, and Conditional Use Permit No. 23-07. On February 24, 2026, the Planning Commission found the Project consistent with the General Plan and recommended that the City Council certify the Final EIR (SCH No. 2024070062) and approve the related entitlements.

The Project would redevelop an underutilized site with a modern industrial facility appropriately located near SR-60, providing employment opportunities and generating new City revenues. In addition, the Development Agreement formalizes the Applicant’s dedication of 10.7 acres for a future public park, resulting in long-term public and economic benefits to the community.

ATTACHMENT(S):

A. Draft Resolution No. 26-07
B. Draft Development Agreement No. 26-01
C. Draft Public Open Space Agreement
D. Resolution No. 26-02
E. Resolution No. 26-03
F. Resolution No. 26-04
G. Feb 26, 2026 Planning Commission Staff Report

RESOLUTION NO. 26-07

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF SOUTH EL MONTE RECOMMENDING CITY

COUNCIL APPROVAL OF DEVELOPMENT AGREEMENT
NO. 26-01 BY AND BETWEEN THE CITY OF SOUTH EL

MONTE AND MVP SOUTH EL MONTE I, LLC
WHEREAS, California Government Code Section 65864 et seq. (“Development Agreement Law”) authorizes the City of South El Monte (“City”) to enter into binding Development Agreements with any person having a legal or equitable interest in real property for the development of such real property in order to establish certain vested development rights in the real property; and
WHEREAS, MVP South El Monte I, LLC (“Owner”) possesses a legal or equitable interest in that certain real property located at 825 Lexington-Gallatin Road, which totals approximately 21.2 acres (“Property”); and
WHEREAS, Owner has requested approval of a Development Agreement (“DA”) with the City for the development of the Property with two development sites: (i) a site for a future City public park on an approximately 10.7-acre portion of the Property (“Public Open Space Site”) and (ii) a site for an industrial warehouse building on an approximately 10.5- acre portion of the Property (“Industrial Building Site”); and WHEREAS, pursuant to the proposed DA, Owner will donate fee title interest in the Public Open Space Site to the City (“Public Open Space Donation”), subject to execution of a Real Property Donation Agreement by the Parties (“Public Open Space Donation Agreement”), and the Public Open Space Site will thereafter be developed by the City with public park improvements (“City Public Open Space Improvements”), and thereafter managed and operated by the City; and
WHEREAS, the DA will also permit Owner to construct an approximately 221,815 square foot industrial warehouse building with approximately 27 truck trailer doors; approximately 40 truck trailer parking spaces; approximately 277 passenger vehicle parking spaces; and other infrastructure, improvements and facilities (“Industrial Building Improvements”) on the Industrial Building Site; and
WHEREAS, subject to approval from applicable state agencies, Owner proposes to install one billboard containing up to two digital displays (each display measuring up to 14 feet x 48 feet within the billboard frame) (“Digital Billboard”) oriented toward State Route 60 on the northern portion of the Public Open Space Site, and if installed and under operation, Owner will provide financial benefits to the City related to the operation of the Digital Billboard, pursuant to the terms and conditions of the DA; and WHEREAS, Owner will conduct limited site preparation on the Public Open Space Site, which will, at a minimum, include rough grading (“Limited Public Open Space Site Preparation”), prior to the City Public Open Space Improvements, and City’s

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reimbursement to Owner for the Limited Public Open Space Site Preparation, which could also include stormwater swale construction and certain other infrastructure improvements, is addressed in the Public Open Space Donation Agreement; and WHEREAS, Owner will construct storage and drainage improvements on the Public Open Space Site and the Industrial Building Site for the required volume of potential flood waters from the Whittier Flood Control Basin (“Storage Basin Improvements”); and WHEREAS, the Limited Public Open Space Site Preparation, Industrial Building Improvements, Digital Billboard, and Storage Basin Improvements are collectively referred to herein as the “Owner’s Project.” The City Public Open Space Improvements on the Public Open Space Site and related off-site improvements and associated costs are referred to herein as the “City Public Open Space Project.” The Owner’s Project and the City Public Open Space Project are collectively referred to herein as the “Combined Project;” and
WHEREAS, a Final Environmental Impact Report was prepared for the Combined Project (State Clearinghouse No. 2024070062) in accordance with the requirements of the California Environmental Act (California Public Resources Code Section 21000 et seq.) (“CEQA”) and the CEQA Guidelines (California Code of Regulations Title 14, Section 15000 et seq.), which includes a required Mitigation Monitoring and Reporting Program (“MMRP”) (collectively, the “FEIR”); and
WHEREAS, Owner’s Project necessitates the following City approvals: (i) General Plan Land Use Map amendments (No. 23-03); (ii) Zoning Map amendments (No. 23-01); (iii) Conditional Use Permit (No. 23-07); (iv) certification of the FEIR; and (v) adoption of a statement of overriding considerations for the significant and unavoidable greenhouse gas emissions impact identified in the FEIR (collectively, “Required City Project Approvals for Owner’s Project”), and Owner also proposes to subdivide the Property into two separate parcels, one for the Public Open Space Site and one for the Industrial Building Site (Subdivision No. 23-01) (“Subdivision”), however, no Subdivision is required for the Public Open Space Donation pursuant to the governmental agency conveyance exemption under the Subdivision Map Act (Government Code Section 66428(a)(2) and City Municipal Code Section 16.08.010(H); and
WHEREAS, on February 24, 2026, the City Planning Commission held a duly noticed public hearing on the Required City Project Approvals for Owner’s Project and adopted Resolution No. 26-03, and 26-04, conditionally approving the Subdivision (No. 23- 01) and Conditional Use Permit (No. 23-07) for Owner’s Project, respectively (“Planning Commission Project Approvals”), and adopted Planning Commission Resolution No. 26- 02 recommending that the City Council approve the other Required City Project Approvals for Owner’s Project; and
WHEREAS, the proposed DA will provide community benefits to the City, in part because of the donation of the Public Open Space Site for a future City public park, job creation and tax revenues associated with the Industrial Building Improvements, and City’s share of revenues associated with operation of the proposed Digital Billboard, and thus the

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DA is in the best interests of City residents and the public health, safety, and welfare will be served by entering into the proposed DA; and
WHEREAS, on April 28, 2026, consistent with California Government Code Section 65867, the Planning Commission of the City (“Planning Commission”) held a duly noticed, full and fair hearing on the recommendation of approval of DA No. 26-01 to the City Council of the City (“City Council”).

NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF SOUTH EL MONTE HEREBY RESOLVES, DETERMINES, AND FINDS AS FOLLOWS:

SECTION 1. The Planning Commission hereby finds that the above recitals are true and correct and incorporated them herein by this reference.

SECTION 2. Pursuant to California Government Code Section 65867.5, the Planning Commission hereby recommends City Council approval of DA No. 26-01, subject to appropriate and reasonable City Council modifications to the text of the DA, based on the following findings:

A. The provisions of DA No. 26-01 are consistent with the City’s General Plan and any applicable specific plan.

Findings of Fact:

Upon the City Council’s approval of all Required City Project Approvals for Owner’s Project, including without limitation General Plan Land Use Map amendments (No. 23-03), DA No. 26-01 shall be consistent with the City General Plan. The DA is also consistent with the City’s General Plan Land Use Element Goal 1.0 as the DA will assist in maintaining a balanced mix and distribution of land uses throughout the City by providing opportunities for continued industry and recreation associated with the Industrial Building Improvements and future City public park. Furthermore, the DA is consistent with the City’s General Plan Economic Development Element Goal 1.0 as the Industrial Building Improvements will maintain the City’s industrial base, accommodate new industrial businesses, and broaden the range of wages and skills in the City. Additionally, the Digital Billboard proposed in the DA will promote Goals 1.0 and 3.0 by advertising a wide range of business activity in the City and assisting with attraction of new local-serving commercial business.

SECTION 3. The Planning Commission hereby recommends the following condition:

1. The Development Agreement may be modified by the Director of Community Development or their Designee to the mutual consent of the City and the Applicant and as approved content and form by the City Attorney.

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SECTION 4. The Planning Commission hereby adopts this Resolution recommending to the City Council the approval and execution of DA No. 26-01 through the adoption of an ordinance, and authorizes the City Attorney to make clarifying changes as necessary to effectuate the terms of the DA.

SECTION 5. In accordance with CEQA, a FEIR was prepared for the Combined Project (State Clearinghouse No. 2024070062), which includes a required MMRP. On February 24, 2026, the Planning Commission adopted Resolution No. 26-02 recommending that the City Council approve all Required City Project Approvals for Owner’s Project, including without limitation, certification of the FEIR and adoption of a statement of overriding considerations for the significant and unavoidable greenhouse gas emissions impact identified in the FEIR.

SECTION 6. If any portion of this Resolution is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

SECTION 7. This Resolution shall take effect immediately upon its adoption.

SECTION 8. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED and ADOPTED this 28th day of April, 2026. ________________________________
Jackie Rubio, Chairperson
ATTEST:

Adrian Garcia, MMC, City Clerk

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, City Clerk of the City of South El Monte, hereby certifies that the foregoing Resolution, being Resolution No. 26-07, was duly passed and approved by the Planning Commission of the City of South El Monte at a regular meeting of said Council held on the 28th day of April 2026, and that said Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
Adrian Garcia, MMC, City Clerk

RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL
TO:

CITY OF SOUTH EL MONTE
1415 SANTA ANITA AVENUE
SOUTH EL MONTE, CA 91733
ATTN: CITY CLERK
SPACE ABOVE THIS LINE FOR RECORDER’S USE
EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE SECTION 6103

DEVELOPMENT AGREEMENT
NO. _______

A DEVELOPMENT AGREEMENT BETWEEN

CITY OF SOUTH EL MONTE
AND

MVP SOUTH EL MONTE, LLC

DRAFT FOR PRELIMINARY DISCUSSION PURPOSES ONLY
March 12, 2025
Revised February 5, 2026
Revised April 15, 2026

TABLE OF CONTENTS
Page
(i)

1. DEFINITIONS AND EXHIBITS .....................................................................................5

1.1 Definitions.............................................................................................................5

1.2 Exhibits .................................................................................................................6

2. PROVISION OF PUBLIC OPEN SPACE AND OTHER PUBLIC BENEFITS ............6

3. GENERAL PROVISIONS................................................................................................7

3.1 Recitals..................................................................................................................7

3.2 Binding Effect of Agreement ................................................................................7

3.3 Ownership of Property ..........................................................................................7

3.4 Term ......................................................................................................................7

3.5 Transfer .................................................................................................................7

3.6 Amendment or Cancellation of Agreement ..........................................................8

3.7 Termination ...........................................................................................................8

3.8 Notices...................................................................................................................9

4. DEVELOPMENT OF THE PROPERTY.......................................................................10

4.1 Vested Right to Develop .....................................................................................10

4.2 Life of City Project Approvals............................................................................10

4.3 Effect of Agreement on Land Use Regulations ..................................................10

4.4 Timing of Development ......................................................................................11

4.5 Processing Applications for Subsequent Approvals ...........................................11

4.6 Owner’s Project Modifications ...........................................................................11

5. DIGITAL BILLBOARD; FEES PAYABLE TO CITY .................................................11

5.1 Ownership ...........................................................................................................11

5.2 Development Fee.................................................................................................11

5.3 Annual Fee ..........................................................................................................12

5.4 Nonliability of Individuals..................................................................................12

5.6 City Sign Regulations .........................................................................................13

5.8 City Easement .....................................................................................................13

5.9 Survival ...............................................................................................................13

6. PERIODIC REVIEW; NOTICE OF COMPLIANCE....................................................13

6.1 Conducting the Periodic Review.........................................................................13

6.2 Notice ..................................................................................................................14

6.3 Good Faith Compliance ......................................................................................14

6.4 Failure to Properly Conduct Periodic Review.....................................................14

6.5 Written Notice of Compliance ............................................................................14

(ii)

7. DEFAULT; DISPUTE RESOLUTION; REMEDIES; POTENTIAL
TERMINATION.............................................................................................................14

7.1 Default and Default Cure Period.........................................................................14

7.2 Dispute Resolution ..............................................................................................15

7.3 Remedies.............................................................................................................15

7.4 Termination of Agreement..................................................................................15

7.5 Attorneys’ Fees ...................................................................................................15

8. POTENTIAL THIRD-PARTY LITIGATION ...............................................................16

8.1 Cooperation .........................................................................................................16

8.2 Hold Harmless.....................................................................................................16

8.3 Notice of Legal Action........................................................................................16

9. MORTGAGEE PROTECTIONS....................................................................................17

9.1 Mortgagee Protection ..........................................................................................17

9.2 Mortgagee Obligations........................................................................................17

9.3 Notice of Default to Mortgagee ..........................................................................17

9.4 Notice of Certificate of Agreement Compliance.................................................17

10. MISCELLANEOUS PROVISIONS...............................................................................17

10.1 Recordation of Agreement ..................................................................................17

10.2 Entire Agreement ................................................................................................17

10.3 Severability..........................................................................................................17

10.4 Force Majeure .....................................................................................................17

10.5 Interpretation and Governing Law......................................................................18

10.6 Section Headings.................................................................................................18

10.7 Other Miscellaneous Terms ................................................................................18

10.8 Time of Essence ..................................................................................................18

10.9 Waiver.................................................................................................................18

10.10 No Third-Party Beneficiaries..............................................................................18

10.11 Mutual Covenants ...............................................................................................18

10.12 Successors in Interest ..........................................................................................18

10.13 Counterparts........................................................................................................18

10.14 Jurisdiction and Venue ........................................................................................18

10.15 Project as a Private Undertaking .........................................................................19

10.16 Further Actions and Instruments.........................................................................19

10.17 Legally Binding Contract....................................................................................19

10.18 Covenants Running with the Land......................................................................19

10.19 Authority to Execute ...........................................................................................19

(iii)

EXHIBIT LIST
EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY
EXHIBIT “B” MAP SHOWING PROPERTY AND ITS LOCATION
EXHIBIT “C” SITE PLAN SHOWING INDUSTRIAL BUILDING SITE AND PUBLIC

OPEN SPACE SITE
EXHIBIT “D” FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT EXHIBIT “E” DEPICTION OF INDUSTRIAL BUILDING IMPROVEMENTS ON

INDUSTRIAL BUILDING SITE

DEVELOPMENT AGREEMENT NO. __________
This Development Agreement (hereinafter “Agreement”) is entered into as of the Effective Date, as defined below, by and among the CITY OF SOUTH EL MONTE (hereinafter “City”), a municipal organization, and MVP SOUTH EL MONTE I, LLC, a Delaware limited liability company (hereinafter “Owner”). City and Owner are, collectively, the “Parties,” and individually, a “Party”.

RECITALS
A. This Agreement pertains to the development of the property located at 825 Lexington-Gallatin Road (“Property”), which totals approximately 21.2 acres and is more particularly described in the legal description attached hereto as Exhibit “A” and shown on the map attached hereto as Exhibit “B”. The legal description of the Property will change following recordation of the Final Map for the proposed Subdivision (defined below).

B. The Property consists of two development sites: (i) a site for a future City public park on an approximately 10.7-acre portion of the Property (“Public Open Space Site”) and (ii) a site for an industrial warehouse building on an approximately 10.5-acre portion of the Property (“Industrial Building Site”), as shown on the site plan attached hereto as Exhibit “C”.

C. Owner will donate fee title interest in the Public Open Space Site to the City (“Public Open Space Donation”), subject to execution of a real property donation agreement by the Parties (“Public Open Space Donation Agreement”). A form of that agreement is attached hereto as Exhibit “D”. The City Manager is authorized to execute the Public Open Space Donation Agreement in substantially the same form as Exhibit D, as determined by the City Attorney. The Public Open Space Site will thereafter be developed by the City with public park improvements (“City Public Open Space Improvements”), and thereafter managed and operated by City pursuant to the Public Open Space Donation Agreement. As specified therein, the Public Open Space Donation Agreement includes conditions precedent that must be satisfied by the City prior to the Public Open Space Donation.

D. Owner will construct an approximately 221,815 square foot industrial warehouse building with approximately 27 truck trailer doors; approximately 40 truck trailer parking spaces; approximately 277 passenger vehicle parking spaces; and other infrastructure, improvements and facilities (“Industrial Building Improvements”) on the Industrial Building Site, as schematically depicted on Exhibit “E” attached hereto.

E. Subject to approval from applicable state agencies, Owner proposes to install one billboard containing up to two digital displays (each display measuring up to 14 feet x 48 feet within the billboard frame) (“Digital Billboard”). If installed, the Digital Billboard will be oriented toward State Route 60 on the northern portion of the Public Open Space Site in the general location depicted on Exhibit C. If installed and under operation, Owner will provide financial benefits to the City related to the operation of the Digital Billboard, as provided in Section 5 below.

F. Owner will conduct limited site preparation on the Public Open Space Site, which will, at a minimum, include rough grading (“Limited Public Open Space Site Preparation”), prior to the City Public Open Space Improvements. City reimbursement to Owner for the Limited

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Public Open Space Site Preparation, which could also include stormwater swale construction and certain other infrastructure improvements, is addressed in the Public Open Space Donation Agreement.

G. Owner will construct storage and drainage improvements for the required volume of potential flood waters from the Whittier Flood Control Basin (“Storage Basin Improvements”). The Storage Basin Improvements will be located on the Public Open Space Site and the Industrial Building Site. The Storage Basin Improvements include but are not limited to (i) installation of a new storage basin approximately three (3) to ten (10) feet below the existing grade of Santa Anita Avenue and (ii) installation of a new gravity storm drain connection for the new storage basin, which will connect to an existing County Flood Control District pipeline along the northern Property line. The Industrial Building Improvements and City Public Open Space Improvements will be designed to accommodate the Storage Basin Improvements.

H. The Limited Public Open Space Site Preparation, Industrial Building Improvements, Digital Billboard and Storage Basin Improvements are collectively referred to herein as the “Owner’s Project.” The City Public Open Space Improvements on the Public Open Space Site and related off-site improvements and associated costs are referred to herein as the “City Public Open Space Project.” The Owner’s Project and the City Public Open Space Project are collectively referred to herein as the “Combined Project.” I. The United States Army Corps of Engineers (“USACE”) has an easement across the Property to “overflow, flood and submerge” all or a portion of the Property in connection with the Whittier Flood Control Basin project (“USACE Easement”) pursuant to the covenants and conditions provided in an order and judgement entered on September 8, 1955 in an action by the United States of America in Case No. 9103, recorded October 9, 1958 in Book M131, Page 58, Official Records (“Order”). The Order requires written consent from the USACE for “the type and location of any structure and/or appurtenance thereto” in the USACE Easement.

J. Approval of the Combined Project by USACE is required pursuant to the USACE Section 408 Program, which is codified at United States Code Title 33 Section 40 (“Section 408 Program”). The purpose of the Section 408 Program is to verify that changes to an authorized USACE Civil Works project will not be injurious to the public interest and will not impair the usefulness of the applicable USACE project.

K. The Section 408 Permit application for the Combined Project was submitted to USACE on ______, 2025 and is expected to be issued by USACE in the summer of 2026 (together with any subsequent amendments thereto, the “Section 408 Permit Approval”) and will include various conditions of approval. Accordingly, the Parties acknowledge that both the Industrial Building Improvements and City Public Open Space Improvements will be subject to the Section 408 Permit Approval.

L. A Final Environmental Impact Report was prepared for the Combined Project (State Clearinghouse No. 2024070062) in accordance with the requirements of the California Environmental Act (California Public Resources Code Section 21000 et seq.) (“CEQA”) and the CEQA Guidelines (California Code of Regulations Title 14, Section 15000 et seq.), which includes a required Mitigation Monitoring and Reporting Program (“MMRP”) (collectively, the “FEIR”).

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M. Owner’s Project necessitates the following City approvals: (i) General Plan Land Use Map amendments (No. 23-03); (ii) Zoning Map amendments (No. 23-01); (iii) Conditional Use Permit (No. 23-07);; (iv) certification of the FEIR; and (v) adoption of a statement of overriding considerations for the significant and unavoidable greenhouse gas emissions impact identified in the FEIR (collectively, “Required City Project Approvals for Owner’s Project”).

Owner also proposes to subdivide the Property into two separate parcels, one for the Public Open Space Site and one for the Industrial Building Site (Subdivision No. 23-10; Tentative Parcel Map No. XXXX) (“Subdivision”). No Subdivision is required for the Public Open Space Donation pursuant to the governmental agency conveyance exemption under the Subdivision Map Act (Government Code Section 66428(a)(2) and City Municipal Code Section 16.08.010(H). Even so, the Subdivision has been deemed desirable by the Parties.

N. On February 24, 2026, the City Planning Commission held a duly noticed public hearing on the Required City Project Approvals for Owner’s Project and adopted Resolution No. 26-03, and 26-04, conditionally approving the Subdivision (No. 23-01) and Conditional Use Permit (No. 23-07) for Owner’s Project, respectively (“Planning Commission Project Approvals”). The City Planning Commission also adopted Resolution No. 26-02 recommending that the City Council approve the other Required City Project Approvals for Owner’s Project.

O. On ________________, 2026, the City Planning Commission held a duly noticed public hearing on this Agreement and adopted Resolution No. 26-XX recommending that the City Council approve this Agreement.

P. On ________________, 2026, the City Council held a duly noticed public hearing on the Required City Project Approvals for Owner’s Project and adopted City Council Motion No. ______ approving the remaining Required City Project Approvals for Owner’s Project (“City Council Project Approvals”).

Q. On ________________, 2026, the City Council held a duly noticed public hearing on this Agreement and introduced Ordinance No. ______ approving this Agreement.

R. On ________________, 2026, the City Council held a duly noticed public hearing on this Agreement and adopted Ordinance No. ______ approving this Agreement, and that Ordinance will become effective thirty (30) calendar days thereafter on _______________, 2026 (“Effective Date”). The City Council has conducted all necessary proceedings in accordance with the City’s rules and regulations for the approval of this Agreement.

S. The City is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Article 11, Section 7 of the California Constitution and Section 65864, et seq. (“Development Agreement Law”) of the California Government Code (“Government Code”).

T. By electing to enter into this Agreement, the City shall bind current and future City Councils by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of the City.

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U. The terms and conditions of this Agreement have undergone extensive review by the City, including but not limited to the City Council, and have been found to be fair, just, and reasonable.

V. The best interests of the citizens of the City and the public health, safety and welfare will be served by entering into this Agreement.

W. All of the procedures of CEQA have been met with respect to the Owner’s Project and this Agreement. The Parties acknowledge that the City Public Open Space Project was conceptually analyzed in the FEIR based on conservative assumptions; however, additional environmental review under CEQA could be required depending on the final scope of the City Public Open Space Project.

X. This Agreement and Owner’s Project are consistent with the City General Plan and City Municipal Code, as modified by the City Council Project Approvals for Owner’s Project.

Y. All actions taken, and approvals given by the City have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters.

Z. This Agreement will confer substantial private benefits on Owner by granting vested rights to construct Owner’s Project on the Property in accordance with the provisions of this Agreement.

AA. The Owner’s Public Open Space Donation and related City Public Open Space Project will provide community benefits to the City, in part because of the size of the Public Open Space Site and its proximity to existing public parks and recreational facilities (“Public Open Space Benefits”). Owner’s Project will provide additional community benefits to the City, in part because of newly created (i) employment opportunities during construction and occupancy of the Industrial Building Improvements, (ii) property and sales and use tax revenues that the City will receive as part of the Industrial Building Improvements, and (iii) the City Revenue Share (as defined in Section 5.2 below) for the Digital Billboard (“Additional Community Benefits”). The Public Open Space Benefits and Additional Community Benefits are hereinafter referred to collectively as the “Public Benefits.” The City has determined that development of Owner’s Project on the Property in accordance with this Agreement and Owner’s provision of Public Benefits will provide substantial benefits to the City and will further important policies and goals of the City.

BB. This Agreement will eliminate uncertainty in planning and provide for the orderly development of Owner’s Project on the Property and generally serve the purposes for which a Development Agreement under the Development Agreement Law is intended.

CC. Owner wishes to avoid certain development risks and uncertainties that would, in the absence of this Agreement, deter and discourage Owner from making a commitment to implement Owner’s Project and provide the Public Benefits. The following assurances are of vital concern to Owner to offset or remove the disincentives and uncertainties:

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a. Assurance to Owner that, in return for Owner’s commitment to Owner’s Project and related Public Benefits, the City will in turn remain committed to the development of Owner’s Project in accordance with the terms of this Agreement. b. Assurances to Owner that it will be allowed to develop the types and intensities of uses proposed as part of Owner’s Project on the Property.

DD. The Parties agree that the consideration to be received by City pursuant to this Agreement, including but not limited to the Public Benefits and Storage Basin Improvements on the Public Open Space Site, and the rights secured to Owner hereunder constitute sufficient consideration to support the mutual and respective covenants and agreements of the Parties. By entering into this Agreement, the City desires to vest in Owner certain rights and approvals as specified in this Agreement.

AGREEMENT
NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Law and in consideration of the above Recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS AND EXHIBITS

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows unless otherwise defined herein.
“Development” or “Develop” means the improvement of the Property for the purposes of completing Owner’s Project including, but not limited to grading and construction of the Storage Basin Improvements.
“Mortgage” means any mortgage, deed of trust, sale and leaseback arrangement (in which the Property, or a portion thereof or an interest therein, is sold by Owner and leased back concurrently therewith, which arrangement is subject to no prior contractual encumbrances securing payment of money), or other transaction in which the Property, or a portion thereof or an interest therein is pledged as security contracted in good faith and for fair value.
“Mortgagee” means the holder or beneficiary of any Mortgage covering all or part of the Property or any successor and assignee of any such Mortgage holder or beneficiary. “Subsequent Approvals” means those certain other land use approvals, entitlements, and permits by the City other than the Planning Commission Project Approvals and City Council Project Approvals (together, “City Project Approvals”) for Owner’s Project which are necessary or desirable for Owner’s Project. The Subsequent Approvals may include, without limitation, the following: amendments to the City Project Approvals for Owner’s Project, grading permits, building permits, sign permits, encroachment permits, sewer and water connection permits, certificates of occupancy, and any amendments to any of the foregoing.

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1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” Legal Description of Property
Exhibit “B” Map Showing Property and Its Location
Exhibit “C” Site Plan Showing Industrial Building Site and Public Open Space Site
Exhibit “D” Form of Public Open Space Donation Agreement Exhibit “E” Depiction of Industrial Building Improvements on Industrial Building Site

2. PROVISION OF PUBLIC OPEN SPACE AND OTHER PUBLIC BENEFITS

2.1 The Parties intend to provide consideration to the public to balance the private benefits conferred on Owner under this Agreement by requiring that Owner install the Storage Basin Improvements on the Public Open Space Site and provide the Public Open Space Donation to the City, as set forth in this Agreement, the Section 408 Permit Approval, and the Public Open Space Donation Agreement.

2.2 Owner shall be responsible for designing and constructing the Storage Basin Improvements on the Public Open Space Site pursuant to the Section 408 Permit Approval prior to construction of the City Public Open Space Project. City reimbursement to Owner for City’s portion of the cost of the Storage Basin Improvements is addressed in the Public Open Space Donation Agreement.

2.3 As further provided in the Public Open Space Donation Agreement, the City shall be responsible, at its sole cost and expense, for the City Public Open Space Project, including but not limited to the design, construction, operation, maintenance and repair of City Public Open Space Improvements.

2.4 The City Council hereby determines, pursuant to Government Code Section 65402, that the City’s acquisition of fee title to the Public Open Space Site pursuant to the Public Open Space Donation Agreement will be consistent with the City’s General Plan.

2.5 The City Manager is authorized to execute the Public Open Space Donation Agreement in substantially the same form as Exhibit “D”, as determined by the City Attorney.

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3. GENERAL PROVISIONS

3.1 Recitals. All of the foregoing Recitals are deemed to be true and are incorporated herein as a part of this Agreement.

3.2 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement.

3.3 Ownership of Property. Owner represents and covenants that, as of the Effective Date, it is the owner of a legal or equitable interest in the Property.

3.4 Term. The term of this Agreement (“Term”) shall commence upon the Effective Date and shall continue for a period of ten (10) years (“Expiration”) unless earlier terminated pursuant to Section 3.7, below.

3.5 Transfer.

3.5.1 Right to Transfer. Owner shall have the right to sell, assign, lease, sublease, or otherwise transfer legal or equitable interest in the Industrial Building Site (“Transfer”) in whole or in part, provided that no partial Transfer shall violate the Subdivision Map Act, to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such Transfer shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent:
(a) No Transfer of any right or interest under this Agreement shall be made unless made together with the Transfer of all or a part of the Industrial Building Site. (b) Concurrent with any such Transfer, or within thirty (30) calendar days thereafter, Owner shall notify the City, in writing, of such Transfer and shall provide the City with an executed agreement by the transferee providing therein that the transferee expressly and unconditionally assumes the applicable duties and obligations of Owner under this Agreement. (c) Notwithstanding the failure of any transferee to execute the agreement required by Paragraph (b) of this Subsection 3.5.1, the burdens of this Agreement shall be binding upon such transferee, but the benefits of this Agreement shall not inure to such transferee until and unless such agreement is executed.

3.5.2 Release of Transferring Owner.
(a) Notwithstanding any Transfer, a transferring Owner shall continue to be obligated under this Agreement until the full satisfaction by such transferring Owner of the following conditions and upon such satisfaction shall be released from the obligations under this Agreement: (i) Owner no longer has a legal or equitable interest in all or any part of the Industrial Building Site; (ii) Owner is not then in Default (as defined in Section 7.1 below) under this Agreement; and (iii) Owner has provided the City with the notice and executed agreement required under Section 3.5.1(b) above.

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(b) If requested by the transferring Owner, the City shall promptly memorialize such release in writing upon satisfaction of the foregoing conditions. A Default (as defined in Section 7.1 below) under this Agreement by Owner shall not be considered or acted upon by the City as a Default by the transferee and shall not affect the transferee’s rights or obligations hereunder. Likewise, a Default by a transferee relating to the transferred property shall not be considered or acted upon by the City as a Default by Owner and shall not affect Owner’s rights and obligations hereunder.

3.5.3 Subsequent Transfer. Any subsequent Transfer after an initial Transfer shall be made only in accordance with and subject to the terms and conditions of this Section 3.5.

3.6 Amendment or Cancellation of Agreement. This Agreement may be amended or cancelled in whole or in part only by written consent of all Parties in the manner provided for in Government Code Section 65868 or 65865.1. This provision shall not limit any remedy of the City or Owner as provided by this Agreement. In the case of amendments affecting portions of the Industrial Building Site, only the consent of the owner of such portion of the Industrial Building Site shall be required so long as the amendment does not diminish the rights appurtenant to or increase the burdens upon any other portion of the Industrial Building Site.

3.7 Termination.

3.7.1 This Agreement shall be deemed terminated and of no further effect (“Termination”) upon the occurrence of any of the following events:
(a) Expiration of the stated Term of this Agreement as set forth in Section 3.4 above.
(b) Entry of a final judgment by a court of competent jurisdiction setting aside, voiding or annulling the adoption of the Ordinance approving this Agreement, provided the time for filing any return to writ has also expired. (c) The final adoption of a referendum measure overriding or repealing the Ordinance approving this Agreement, including the entry of a final judgment in any legal challenge to such referendum or the expiration of the limitations period for filing such challenge.
(d) The termination by the City or Owner as permitted pursuant to Section 7.4 below.
(e) Owner’s election to terminate this Agreement. If Owner elects not to Develop Owner’s Project on the Property in accordance with the City Project Approvals, Owner shall provide notice of said election to the City. Following receipt of Owner’s notice of election to terminate this Agreement in whole or in part, Owner and the City shall execute an appropriate instrument in recordable form evidencing such termination.

3.7.2 Upon Termination, no Party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such Termination or with respect to any Default (as defined in Section 7.1 below) in the performance of the

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provisions of this Agreement which has occurred prior to such Termination or with respect to any obligations which are specifically set forth as surviving this Agreement.

3.8 Notices.

3.8.1 As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment, or other communication required or permitted hereunder: (i) when hand delivered to the other Party; (ii) five (5) business days after such notice has been sent by United States mail via certified mail, return receipt requested, postage prepaid, and addressed to the other Party as set forth below; or (iii) two (2) business days after such notice has been deposited with a national overnight delivery service (Federal Express, United Parcel Service, U.S. Postal Service or such other delivery service as is approved in writing by the Parties), fees prepaid, addressed to the Party to whom notice is being sent as set forth with next Business-Day delivery guaranteed.

3.8.2 Unless otherwise provided in writing, all notices hereunder shall be addressed as follows:

If to the City:

City Clerk
1415 Santa Anita Avenue
South El Monte, CA 91733
with copies to:

City Manager
1415 Santa Anita Avenue
South El Monte, CA 91733
and to:

City Community Development Director
1415 Santa Anita Avenue
South El Monte, CA 91733
and to:

City Attorney
Olivarez Madruga Law Organization LLP
500 S. Grand Avenue
12th floor
Los Angeles, CA 90071
If to Owner:

Magellan Value Partners, Managing Director
10877 Wilshire Boulevard

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Suite 1407
Los Angeles, CA 90024
with copies to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
Three Embarcadero Center
12th Floor
San Francisco, CA 94111
and to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
865 South Figueroa Street
Suite 2800
Los Angeles, CA 90017

3.8.3 Any Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a Party or an officer or representative of a Party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by any such change.

4. DEVELOPMENT OF THE PROPERTY

4.1 Vested Right to Develop. Subject to the terms of this Agreement, Owner shall have a vested right to Develop Owner’s Project on the Property during the Term of this Agreement in accordance with the City Project Approvals. The City covenants that it will not initiate, so long as this Agreement remains in effect, any amendment to the General Plan or the zoning for the Property as established by the City Council Project Approvals in a manner that Owner reasonably deems contrary to its interest in, or use of, the Property.

4.2 Life of City Project Approvals. The term of the City Project Approvals shall automatically be extended for the longer of the Term of this Agreement (including any extensions) or the term otherwise applicable to such City Project Approvals.

4.3 Effect of Agreement on Land Use Regulations. In accordance with the terms of Government Code Section 65866, except as otherwise provided under the terms of this Agreement, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings and structures, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the City Project Approvals and any amendments thereto.

The City Project Approvals shall continue to apply to Owner’s Project and to the reconstruction of any Owner’s Project improvements damaged or destroyed from any cause. Except as otherwise provided in this Agreement, no amendment, revision of, or addition to the City Project Approvals that would affect Owner’s Project or increase the obligations or decrease the rights of Owner hereunder or under the City Project Approvals shall be made without Owner’s consent, whether adopted or approved by the City Council or any office, board commission or other agency of the City.

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4.4 Timing of Development. The Parties acknowledge that Owner cannot at this time predict when or the rate at which the Property will be Developed for Owner’s Project. Such decisions depend upon numerous factors which are not within the control of Owner, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465 that the failure of the Parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such Parties’ agreement, it is the Parties’ intent to cure that deficiency by acknowledging and providing that Owner shall have the right to Develop the Property for Owner’s Project in such order and at such rate and at such times as Owner deems appropriate within the exercise of its subjective business judgment.

4.5 Processing Applications for Subsequent Approvals. By approving the City Project Approvals and this Agreement, the City has found and made a final policy decision that Owner’s Project is in the best interests of the public health, safety and general welfare. Accordingly, the City shall not use its discretionary authority in considering any application for Subsequent Approvals to change the policy decisions reflected by the City Project Approvals and this Agreement, or otherwise to prevent or delay development of Owner’s Project as set forth in the City Project Approvals. Instead, the Subsequent Approvals shall be deemed to be tools to implement those final policy decisions and shall be issued by the City so long as they comply with this Agreement and are in substantial conformance with the City Project Approvals.

4.6 Owner’s Project Modifications. Minor modifications to the City Project Approvals may be approved by the City Community Development Director or their designee. Unless otherwise required by law, as determined in the City’s reasonable discretion, a change to the City Project Approvals shall be deemed “minor” and may be approved by the City Community Development Director or their designee provided such change does not: (i) increase the square footage of the building(s) on the Industrial Building Site in excess of ten (10) percent of the gross floor area (as defined in City Municipal Code Section 17.02.020) approved by the City pursuant to the City Project Approvals; (ii) increase the height of the building(s) on the Industrial Building Site in excess of ten (10) percent of the maximum building height (as defined in City Municipal Code Section 17.02.020) approved by the City pursuant to the City Project Approvals; or (iii) constitute a project requiring a subsequent or supplemental environmental impact report pursuant to CEQA Section 21166.

5. DIGITAL BILLBOARD; FEES PAYABLE TO CITY

5.1 Ownership. Owner shall retain ownership of the Digital Billboard notwithstanding the fact that the Digital Billboard will be located on the Public Open Space Site.

5.2 Development Fee. Owner shall pay to the City a one-time fee for the Digital Billboard, which shall be thirty thousand dollars ($30,000) (“Development Fee”). The Development Fee shall be payable upon issuance of all required City permits for the construction and operation of the Digital Billboard.

5.3 Annual Fee. For each calendar year or portion thereof that the Digital Billboard, if any, is in operation for paid advertising purposes, Owner shall pay to the City an annual fee for a

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period of thirty (30) years, which shall be calculated per digital face of the Digital Billboard (“Annual Fee”). The Annual Fee for the first five (5) years shall be fifty thousand dollars ($50,000) per digital face. The Annual Fee shall be increased every five (5) years (each, an “Adjustment Period”) in proportion to the adjustment over the same time to the U.S. all items Consumer Price Index for All Urban Consumers (CPI-U) for the Los Angeles-Long BeachAnaheim area, based upon the most recent month of publicly available CPI data available as of January 31 of the year of such increase; (each, a “CPI Increase”). Notwithstanding the foregoing, if any one or more of the digital faces of the Digital Billboard is/are permanently reduced, removed (other than removal for repair or replacement) or destroyed (in its entirety), the Annual Fee shall be prorated from the date the digital face(s) is/are permanently removed.

5.4 Revenue Sharing. For each calendar year or portion thereof that the Digital Billboard, if any, is in operation for paid advertising purposes, Owner shall pay to the City a portion of the annual profit generated by the Digital Billboard, which shall be an amount equal to six percent (6%) of the net profit advertising revenue made from Digital Billboard during the preceding calendar year (“City Revenue Share”).

5.5 Maintenance and Operation. Owner shall at its sole cost and expense pay for all maintenance and operation costs associated with operating the Digital Billboard. Should the Site and/or Digital Billboard not be maintained in accordance with all City laws, codes and ordinances, City shall provide Owner with thirty (30) day notice to comply with such laws, codes and ordinances before Owner shall be required to remove the Digital Billboard at its sole cost and expense. Owner will maintain and operate the Digital Billboard in such working condition so that it runs 24-hours per day, except for periods of commercially reasonable routine maintenance.

5.6 City’s Use of Billboard. During the entire Term of this Agreement, Owner shall permit the City to place public service announcements images or advertisements for City or City Business purposes including advertising or promoting City related non-profit activities pro bono and In-City businesses and related business activities and events in the current rotation of display images on either side of the Digital Billboard spread out evenly during a 24 hour day at no cost to the City; provided that in no event shall the City receive less than three percent (3%) of the total advertising flips (each flip being 8 seconds of time) per day. On a best-effort basis, Owner will provide City with additional Digital Billboard usage for vacant time whereby City will have first usage opportunities for vacant time.

5.7 Public Safety Announcements. The Digital Billboard shall be connected into and utilized in connection with the Amber Alert communications network established by the U.S.

Department of Justice. Owner shall further cooperate with the City, Caltrans, the Federal Emergency Management Agency or any other federal or state emergency management or public safety authority to display public health and safety emergency alerts in the event of natural disasters or other emergency events at no cost to the City or other applicable agency or authority.

5.8 Discount Advertising. Owner shall offer a fifteen percent (15%) discount off its applicable rates for display of advertising on the Digital Billboard to any current, active City of South El Monte In-City Business (brick and mortar) holding a City-issued business license located in the City of South El Monte.

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5.9 City Signage. Owner shall install and maintain on both sides of the Digital Billboard above the display panel a sign reading “City of South El Monte” or “South El Monte” and the City logo (the “City Signage”). The design of City Signage shall be approved by the City.

City and Owner will determine the size and placement of the City Signage by mutual agreement.

City Signage shall be illuminated to the satisfaction of City, and as mutually agreed, and will be illuminated from dawn until dusk.

5.10 Restricted Use. Owner shall not utilize any of the displays on the Digital Billboard to advertise for non-commercial purposes, excluding those described in Section 5.5 and 5.6.

Additionally, Owner shall not advertise for any commercial or non-commercial purposes involving tobacco including e-cigarettes and vaping, marijuana, hashish, “strip clubs,” adult entertainment businesses, sexually oriented materials, or use sexually oriented images, or use sexually oriented language, unless approved by City in its sole discretion. Further, Owner shall not utilize any of the displays on the Digital Billboard to advertise or communicate any matter that may be prohibited by State or Federal law, political campaign finance law, and any City ordinance existing as of the Effective Date of this Agreement, or as may be amended or implemented from time-to-time after the Effective Date and equally-applicable to all billboard displays by any duly and valid City ordinance. The Digital Billboard shall at all times be constructed and operated in a manner consistent with the Outdoor Advertising Act of the State of California (Business & Professions Code sections 5200 et seq.) and other applicable State and Federal laws and regulations.

5.11 Insurance. On or prior to the Effective Date and until completion of the Term, Owner shall, at its sole cost and expense, keep or cause to be kept in force for Owner general liability insurance against claims and liabilities for bodily injury, death or property arising out of or in connection with Owner’s activities on the Site under this Agreement and for claims and liabilities. Such insurance shall name the City as an additional insured and shall have the following limits: (i) at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, (ii) at least Four Million Dollars ($4,000,000) for any one accident or occurrence, and (iii) at least One Million Dollars ($1,000,000) for property damage. Within seven (7) days after written request from the City, Owner shall also furnish or cause to be furnished to the City evidence that any contractors with whom Owner has contracted for the performance of any work for which Owner is responsible maintains the same coverage required of Owner.

5.12 Further Agreements. Following the thirty (30) year Annual Fee and Revenue Share term generally described in this Agreement, Owner and City will negotiate further Digital Billboard agreement(s) (“Further Agreements”) that provide for City Annual Fee or Revenue Share, in perpetuity, and for a time equal to the operational life of the Digital Billboard.

Commercial terms for the Further Agreements will be based on the customary market terms for similar Digital Billboards then in effect and negotiated and agreed by the parties at that time.

5.13 5.14 Revenue Sharing. For each calendar year or portion thereof that the Digital Billboard, if any, is in operation for paid advertising purposes, Owner shall pay to the City a portion of the annual revenue generated by the Digital Billboard, which shall be an amount equal to six percent (6%) of the gross advertising revenue made from Digital Billboard during the preceding calendar year (“City Revenue Share”).

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5.15 Revenue Reporting. Within ninety (90) calendar days following the end of each calendar year, Owner shall furnish to the City a statement in writing, certified by Owner to be correct, showing the total gross advertising revenues made from the Digital Billboard, if any, during the preceding calendar year. Owner’s gross advertising revenue specifically excludes advertising agency fees paid to the advertiser's advertising agency and/or brokerage fees paid to the sales brokers other than Owner. Furthermore, the gross advertising revenue is based solely on the basic advertising size, as recorded on the City sign permit, and does not include free form cutouts, solid extensions, back-lit displays, 3D presentations, tri-vision, stretch faces, additional artwork reproductions or any other special treatment or appurtenances as required by the advertiser.

Term of City Revenue Share. Owner’s City Revenue Share obligation shall continue in full force and effect for the Term of this Agreement unless (i) this Agreement is earlier terminated pursuant to Section 3.7 above or (ii) the Digital Billboard is permanently removed (other than removal for repair or replacement).

5.16 Nonliability of Individuals. No officer, official, member, employee, agent, or representatives of Owner shall be personally liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative.

5.17 Regulation by Other Public Agencies; Compliance. The Parties acknowledge that other public agencies not subject to control by the City possess authority to regulate aspects of the Digital Billboard, and this Agreement does not limit the authority of such other public agencies.

The Parties acknowledge and represent that Owner shall at all times comply with all applicable federal and state laws and regulations applicable to the Digital Billboard. Owner shall comply with state law regarding the limitation of light or glare, or such other standards as adopted by the Outdoor Advertising Association of America, Inc., including but not limited to, the 0.3 footcandles limitation over ambient light levels. Owner shall, at all times, comply with the approval for the Digital Billboard from the California Department of Transportation Outdoor Advertising Division. Owner agrees not to commence construction of the Digital Billboard until it receives the applicable Caltrans approvals for the Digital Billboard.

5.18 City Sign Regulations. The Parties acknowledge that the City’s Advertising Signs regulations, which are codified in City Municipal Code Chapter 17.15, prohibit signs on public property. The Parties acknowledge that the Digital Billboard will be located on the northern portion of the Property, which, as of the Effective Date of this Agreement, is owned in its entirety by Owner. The City agrees that the Public Open Space Donation contemplated by this Agreement shall not result in any future prohibition of the Digital Billboard on the Public Open Space Site or any legal nonconforming status determination by the City. The City further agrees (i) that a conditional use permit is not required for an off-site advertising sign in the City’s Commercial or Manufacturing zoning districts, including the Property and (ii) the requirements set forth in City Municipal Code Section 17.15.090 (regulation of off-site signs) shall not apply to the Digital Billboard.

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5.19 City Cooperation. City agrees to all building and electrical permits needed for Owner to acquire the Caltrans approvals for the Digital Billboard. City shall not obstruct the view of any portion of the digital faces of the Digital Billboard from the public right-of-way.

5.20 City Easement. City agrees to grant an easement to Owner for Owner’s access, operation, and maintenance of the Digital Billboard, as set forth in the Public Open Space Donation Agreement.

5.21 Survival. The terms of this Section 5 shall survive the termination of this Agreement.

6. PERIODIC REVIEW; NOTICE OF COMPLIANCE

6.1 Conducting the Periodic Review. Throughout the Term of this Agreement, at least once every twelve (12) months following the Effective Date, the City shall review the extent of good-faith compliance by Owner with the terms of this Agreement (“Periodic Review”). This Periodic Review shall be conducted by the City Community Development Director or his/her designee and shall be limited in scope to compliance with the terms of this Agreement pursuant to Government Code Section 65865.1.

6.2 Notice. At least ten (10) business days prior to each Periodic Review, Owner shall be permitted an opportunity to respond to the City’s evaluation of Owner’s good-faith compliance, at Owner’s election. Such response shall be made to the City Community Development Director.

6.3 Good Faith Compliance. During each Periodic Review, the City Community Development Director shall review Owner’s good-faith compliance with the terms of this Agreement. At the conclusion of each Periodic Review, the City Community Development Director shall make written findings and determinations, on the basis of substantial evidence, as to whether or not Owner has complied in good faith with the terms and conditions of this Agreement. The decision of the City Community Development Director shall be appealable by Owner to the City Council. If the City Community Development Director finds and determines that Owner has not complied with such terms and conditions, the City Community Development Director may recommend to the City Council that it terminate or modify this Agreement by giving written notice of its intention to do so, in the manner set forth in Government Code Sections 65867 and 65868. The costs incurred by the City in connection with the Periodic Review process described herein shall be shared equally by Owner and the City.

6.4 Failure to Properly Conduct Periodic Review. If the City fails, during any calendar year, to either (i) conduct the Periodic Review or (ii) notify Owner in writing of the City’s findings and determinations, pursuant to a Periodic Review, as to Owner’s good-faith compliance with the terms of this Agreement and such failure remains uncured as of December 31 of any year during the term of this Agreement, such failure shall be conclusively deemed a finding and determination by the City of Owner’s compliance with the terms of this Agreement (“Deemed Compliance”).

In no event shall any Deemed Compliance be considered a waiver of any unknown Default (as defined in Section 7.1 below) of Owner by the City.

6.5 Written Notice of Compliance. The City shall, upon request by Owner, issue a certificate of Agreement compliance to Owner within ten (10) business days after receipt of written

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notice from Owner stating that upon the information known or made known to the City (i) this Agreement remains in effect and (ii) Owner is not in Default (as defined in Section 7.1 below) (“Certificate of Agreement Compliance”). Owner shall have the right, in Owner’s sole discretion, to record such Certificate of Agreement Compliance. Any such Certificate of Agreement Compliance may be relied upon by any prospective purchaser or Mortgagee of all or any portion of the Property.

7. DEFAULT; DISPUTE RESOLUTION; REMEDIES; POTENTIAL

TERMINATION

7.1 Default and Default Cure Period. Any failure by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement (“Default”), provided that the Party alleging the Default shall give the other Party advance written notice of the Default and thirty (30) calendar days to cure such Default, or, if the nature of the Default is such that it cannot be cured within thirty (30) calendar days, the Party receiving notice shall not be in Default if the Party commences performance of its obligations within the thirty (30) calendar day period and diligently completes that performance (“Cure Period”). The written notice of Default shall specify in detail the nature of the alleged failure, and where appropriate, the manner in which said failure might be cured. For the avoidance of any doubt, any Default cured during the Cure Period shall not be deemed a Default under this Agreement.

7.2 Dispute Resolution. With regard to any dispute involving this Agreement or Development of Owner’s Project, including but not limited to a Default that has not been cured during the Cure Period (“Dispute”), the Parties shall meet to attempt in good faith to resolve any such Dispute. Nothing in this Section 7.2 shall in any way be interpreted as requiring that Owner and the City and/or the City’s designee reach an agreement with regard to the Dispute, nor shall the outcome of these meetings be binding in any way on the City or Owner unless expressly agreed to by the parties to such meetings. If any Dispute is not resolved within sixty (60) calendar days after the parties first meet, or such longer period as the parties mutually agree, then each Party may pursue all legal and equitable remedies available to it pursuant to Section 7.3 below.

7.3 Remedies. The Parties acknowledge that the City and Owner would not have entered into this Agreement if the City or Owner would be liable in damages under, or with respect to, this Agreement or the application thereof. The City and Owner shall not be liable in damages to one another, or to any assignee, transferee or any other person, and both the City and Owner covenant not to sue for or claim damages under this Agreement. Each Party shall have the right to (i) bring any proceeding in the nature of specific performance, injunctive relief or mandamus, and/or (ii) bring any action at law or in equity as may be permitted by law or this Agreement. The Parties acknowledge that monetary damages and remedies at law generally are inadequate upon the occurrence of a Default. Therefore, specific performance or other extraordinary equitable relief (such as injunction) is an appropriate remedy for the enforcement of this Agreement, other remedies at law being inadequate under all the circumstances pertaining as of the Effective Date of this Agreement and any such equitable remedy shall be available to the Parties. Notwithstanding the foregoing, this Section 7.3 shall not apply to any dispute related to the Public Open Space Donation Agreement, Section 408 Permit Approval or City Revenue Share.

7.4 Termination of Agreement.

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7.4.1 Subject to the Default cure process described in Section 7.1 above and the Dispute resolution process described in Section 7.2 above, the City may terminate this Agreement due to a Default of Owner. If the City elects to consider terminating this Agreement due to a Default of Owner, then the City shall provide written notice of intent to terminate this Agreement to Owner and the matter shall be scheduled for consideration and review by the City Council at a duly noticed and conducted public hearing, which hearing shall be scheduled at least thirty (30) calendar days after written notice is provided to Owner. Owner shall have the right to offer written and oral evidence prior to or at the time of said public hearing.

7.4.2 Subject to the Default cure process described in Section 7.1 above and the Dispute resolution process described in Section 7.2 above, Owner may terminate this Agreement due to a Default of the City.

7.5 Attorneys’ Fees. Should any legal action be brought by either Party against the other for a Default under this Agreement or to enforce or interpret any provision hereof, the Party prevailing in such action shall be entitled to recover against the non-prevailing Party its reasonable attorneys’ fees and costs incurred in such action.

8. POTENTIAL THIRD-PARTY LITIGATION

8.1 Cooperation. If any administrative, legal, or equitable action or other proceeding instituted by any person not a party to this Agreement challenges the validity of any provision of this Agreement, any of the City Project Approvals, or Subsequent Approvals, the Parties shall cooperate in defending such challenge. If, as a result of such challenge, all or any portion of this Agreement, any of the City Project Approvals, and/or Subsequent Approvals are set aside or otherwise made ineffective by any judgement in such action or proceeding based on procedural, substantive, or other deficiency (collectively, “Deficiencies”), the Parties agree to use their respective best efforts to amend, as applicable, and sustain and reenact or readopt, as applicable, this Agreement, the City Project Approvals, and/or Subsequent Approvals to cure the Deficiencies.

8.2 Hold Harmless. To the maximum extent permitted by law, Owner shall hold the City and its elected and appointed officers, agents, employees, and representatives harmless from claims, costs, and liabilities for any personal injury, death, or property damage which is a result of the construction of Owner’s Project, or of operations performed under this Agreement by Owner or Owner’s contractors, subcontractors, agents or employees, whether such operations were performed by Owner or any of Owner’s contractors, subcontractors, agents or employees (collectively, “Claims”). Nothing in this section shall be construed to mean that Owner shall hold the City harmless from any Claims arising from, or alleged to arise from, any act, failure to act, on the part of the City, its elected and appointed representatives, offices, agents, employees and representatives. Furthermore, nothing in this section shall be construed to mean that Owner shall hold the City harmless from any Claims arising from, or alleged to arise from, the City Public Open Space Project, the Public Open Space Donation Agreement, the Section 408 Permit Approval, or City Revenue Shar.

8.3 Notice of Legal Action. With respect to any Claims falling within Owner’s hold harmless obligations under Section 8.2 above:

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8.3.1 The City shall promptly notify Owner of any such Claims, including any action or proceeding with respect thereto, and the City shall cooperate in the defense thereof, save and except claims for damages arising through the sole active negligence or sole willful misconduct of the City or from breach of this Agreement by the City, and if the City fails to promptly notify Owner of any such claim, action or proceeding, or if the City fails to cooperate in the defense, Owner shall not thereafter be responsible to defend, indemnify, or hold harmless the City.

8.3.2 In the event of any action or proceeding challenging the effectiveness of this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such action or proceeding, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction, Owner may elect to continue Development of Owner’s Project on the Property under this Agreement pending completion of the action or proceeding but it shall do so at its sole risk, and the City shall not be liable for any loss suffered as a result thereof.

8.4 This Section 8 shall survive the Expiration or earlier Termination of this Agreement.

9. MORTGAGEE PROTECTIONS

9.1 Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement is recorded, including a Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, or diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including any Mortgagee, who acquires title to the Property or any portion thereof by foreclosure, trustee’s sale, deed in-lieu-of foreclosure, voluntary transfer or otherwise.

9.2 Mortgagee Obligations. The City, upon receipt of a written request from a foreclosed Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Owner under this Agreement, so long as all Defaults by Owner, if any, that are reasonably susceptible of being cured are cured by the Mortgagee as soon as reasonably possible, provided, however, that in no event shall such Mortgagee personally be liable for any of Owner’s Defaults arising prior to acquisition of such Property by such Mortgagee. The foreclosing Mortgagee shall have the right to find a substitute for Owner to assume Owner’s obligations, which substitute shall be subject to the provisions of Section 3.5 above.

9.3 Notice of Default to Mortgagee. If the City receives notice from Mortgagee requesting a copy of any written notice of Default given to Owner and specifying the address for service thereof, the City shall, within ten (10) business days, deliver to the Mortgagee, concurrently with service thereof to Owner, all notices given to Owner describing all claims by the City that Owner has committed a Default under this Agreement. Each Mortgagee shall have the right, but not the obligation, to cure a Default during the applicable Cure Period.

9.4 Notice of Certificate of Agreement Compliance. The City shall, upon request by Owner or any Mortgagee, issue a Certificate of Agreement Compliance to the Mortgagee within ten (10) business days after receipt of written notice.

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10. MISCELLANEOUS PROVISIONS

10.1 Recordation of Agreement. This Agreement and any amendment, modification, termination or cancellation thereof shall be recorded with the County Recorder by the Clerk of the City Council within the period required by Government Code Section 65868.5.

10.2 Entire Agreement. This Agreement constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof, with the exception of the matters addressed in the Public Open Space Donation Agreement.

10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.

10.4 Force Majeure. In the event that any Party hereto shall be delayed or hindered or prevented from performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, riots, insurrection, terrorism, war, pandemic, or other reason of similar nature not the fault of the Party delayed in performing the work or doing the acts required under the terms of this Agreement, then the performance of such act shall be excused for the period of the delay caused by the foregoing.

10.5 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof.

10.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

10.7 Other Miscellaneous Terms. The singular shall include the plural; the masculine gender shall include the feminine; “shall” is mandatory; “may” is permissive; the term “including” shall mean “including but not limited to.”

10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

10.9 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

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10.10 No Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

10.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party.

10.12 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement.

10.13 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.

10.14 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in Los Angeles County and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

10.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Development of Owner’s Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants, and conditions contained in this Agreement. With the exception of the Public Open Space Donation Agreement and City Revenue Share, the only relationship between the City and Owner is that of a government entity regulating the development of private property and the owner of such property.

10.16 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.

Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The Parties further agree to mutually cooperate with one another in carrying out the purposes of this Agreement.

10.17 Legally Binding Contract. It is the intent of the City and Owner that this Agreement is a legally binding contract which shall prevail over the provisions of any subsequently enacted moratoria, statutes, ordinances, limitations, or other measures, whether or not enacted by the City, or under the authority of the City by voter initiative or referendum, and whether or not such initiative, moratorium, referendum, statute, ordinance, limitation, or other measure relates, in whole or in part, to the rate, timing of the Development of Owner’s Project, building permits, occupancy certificates, or other entitlement to use the Property which are issued by the City,

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subject only to the rights and powers reserved to the City under the terms of this Agreement and the requirements of California law.

10.18 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assigns, representatives, lessees, and all other persons acquiring all or a portion of the Property, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, Civil Code Section 1468.

10.19 Authority to Execute. The person executing this Agreement on behalf of Owner warrants and represents that he has the authority to execute this Agreement on behalf of his corporation, partnership or business entity and warrants and represents that he has the authority to bind Owner to the performance of its obligations hereunder. [Signatures appear on following pages.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

City:

CITY OF SOUTH EL MONTE
Dated:

By:

Mayor, City of South El Monte
ATTEST:
_______________
City Clerk
By:

Deputy
(SEAL)

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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )
On ______________________, 2025, before me, _______________________________, Notary Public, personally appeared ___________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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Owner:

MVP SOUTH EL MONTE I, LLC, a Delaware limited liability company By: Magellan Value Partners, Its Manager
By: __________________
Rick Martinez, Its Managing Director

Date: __________________

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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )
On ______________________, 2025, before me, _______________________________, Notary Public, personally appeared ___________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

4928-2093-5821.3
376208.00032/4-23-26/jcc/pmr
EXHIBIT “A”
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Development Agreement No.___
EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT “B”
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Development Agreement No.___
EXHIBIT “B”

MAP SHOWING PROPERTY AND ITS LOCATION

EXHIBIT “C”
-1-
Development Agreement No.___
EXHIBIT “C”

SITE PLAN SHOWING INDUSTRIAL BUILDING SITE

AND PUBLIC OPEN SPACE SITE

EXHIBIT “D”
-1-
Development Agreement No.___
EXHIBIT “D”

FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT

EXHIBIT “E”
-1-
Development Agreement No.___
EXHIBIT “E”

DEPICTION OF INDUSTRIAL BUILDING IMPROVEMENTS

ON INDUSTRIAL BUILDING SITE

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -1-

CITY OF SOUTH EL MONTE

PUBLIC OPEN SPACE DONATION AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of _____, 2026 (“Effective Date”) by and between the CITY OF SOUTH EL MONTE, a California municipal corporation (“City”) and MVP SOUTH EL MONTE I, LLC, a Delaware limited liability company (hereinafter “Donor”). City and Donor are, collectively, the “Parties,” and individually, a “Party”.

2. RECITALS.

2.1 City. City is a general law city incorporated and existing under the laws of the State of California and located within the County of Los Angeles.

2.2 Donated Property. Donor is the fee title owner of that certain real property located within the jurisdictional boundaries of the City, which property is legally described in Exhibit “A” and shown on the map attached hereto as Exhibit “B” attached hereto and incorporated herein by this reference (“Donated Property”). Reference herein to Donated Property shall include all of Donor’s right, title and interest in and to any and all rights-of-way, utility rights, entitlements, claims or other benefits in any way connected with the Donated Property.

2.3 Development Agreement. As explained in the Development Agreement by and between the Parties, which was approved by City Council Ordinance No. XXXX on ______, 2026 (“Development Agreement”), Owner will donate fee title interest in the Donated Property subject to execution of this Agreement. The Donated Property will thereafter be developed by the City with public park improvements (“City Public Open Space Improvements”), and thereafter managed and operated by the City pursuant to this Agreement.

2.4 Projects. Donor’s project is referred to in the Development Agreement as “Owner’s Project” and includes Limited Public Open Space Site Preparation, Industrial Building Improvements, a Digital Billboard, and Storage Basin Improvements (as those terms are defined in the Development Agreement) (“Donor’s Project”). The City Public Open Space Improvements on the Donated Property are referred to in the Development Agreement as the “City Public Open Space Project.” Donor’s Project and the City Public Open Space Project are together referred to in the Development Agreement and herein as the “Combined Project.”

2.5 Conditions of Approval. The City Project Approvals (as defined in the Development Agreement) include conditions of approval, including but not limited to the following: (i) “Sewer Study shall be reviewed and approved by the City Engineer or his/her designee, prior to the issuance of permits [and] if sewer is found to be inadequate, sewer improvement plans shall be submitted to the City for approval and required improvements shall

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -2-
be made at the sole cost to the property owner/developer;” (ii) “[Donor’s] Project shall be reviewed and approved by the City Traffic Engineer, prior to the issuance of permits [and] any mitigation measures shown on the traffic study if any shall be made at the sole cost to the property owner/developer;” and (iii) implementation of required mitigation measures pursuant to the Mitigation Monitoring and Reporting Program for the Combined Project (“Conditions of Approval”). The City acknowledges that certain of the Conditions of Approval could also be required for and/or would also benefit the City Public Open Space Project and agrees to reimburse Donor for its pro-rata share of any related costs expended by Donor, which shall be determined based on (i) the acreage of the Donated Property and Donor’s Project site or (ii) anticipated usage as agreed upon by the Parties (“City’s Fair Share”). These costs are referred to herein as the “City Conditions of Approval Costs”.

2.6 USACE Easement. The United States Army Corps of Engineers (“USACE”) has an easement across the Property to “overflow, flood and submerge” all or a portion of the Property in connection with the Whittier Flood Control Basin project (“USACE Easement”) pursuant to the covenants and conditions provided in an order and judgement entered on September 8, 1955 in an action by the United States of America in Case No. 9103, recorded October 9, 1958 in Book M131, Page 58, Official Records (“Order”). The Order requires written consent from the USACE for “the type and location of any structure and/or appurtenance thereto” in the USACE Easement.

2.7 Storage Basin Improvements. Donor will construct storage and drainage improvements for the required volume of potential flood waters from the Whittier Flood Control Basin (“Storage Basin Improvements”). The Storage Basin Improvements will be located on the Donated Property and Donor’s Project site. The Storage Basin Improvements include but are not limited to (i) installation of a new storage basin approximately three (3) to ten (10) feet below the existing grade of Santa Anita Avenue and (ii) installation of a new gravity storm drain connection for the new storage basin, which will connect to an existing County Flood Control District pipeline along the northern property line. Donor’s Project and City Public Open Space Improvements will be designed to accommodate the Storage Basin Improvements.

2.8 Section 408 Permit. The required Section 408 Permit (as defined in the Development Agreement) for the Combined Project was issued by the United States Army Corps of Engineers (“USACE”) on ______, 2026 (together with any subsequent amendments thereto, the “Section 408 Permit Approval”) and includes various requirements for the design, construction and operation of the Combined Project, including but not limited to conditions of approval (“Section 408 Permit Approval Requirements”). The Section 408 Permit Approval is attached hereto as Exhibit “C”. The Parties hereby acknowledge that the Combined Project is subject to the Section 408 Permit Approval and Section 408 Permit Approval Requirements.

2.9 Reimbursement – Section 408 Permit. At City’s direction, Donor expended approximately $278,000 in architectural and engineering costs on City’s behalf for the design of the City Public Open Space Improvements for the Section 408 Permit Approval, as evidenced by receipts provided by Donor (“Section 408 Permit Costs”). City shall reimburse Donor for that

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -3-
amount, which reflects approximately ninety percent (90%) design development for the City Public Open Space Improvements.

2.10 Reimbursement – Section 408 Permit Approval Requirements. Various costs will be expended by Donor in connection with the Section 408 Permit Approval Requirements, including but not limited to the Storage Basin Improvements, rough grading, and certain infrastructure improvements (“Section 408 Permit Improvement Costs”). City agrees to reimburse Donor for City’s Fair Share of the Section 408 Permit Improvement Costs expended by Donor.

2.11 Reimbursement – Additional Hard Costs. Various additional costs will be expended by Donor in connection with the City Public Open Space Improvements that will not otherwise be covered under the Section 408 Permit Improvement Costs. Those additional costs are expected to include, but are not limited to, construction of a stormwater swale on the Donated Property and installation of off-site utilities such as electric, water, and sewer, which will also serve the City Public Open Space Project (“Additional Hard Costs”). City agrees to reimburse Donor for City’s Fair Share of the Additional Hard Costs expended by Donor.

2.12 Reimbursement – City Permits. If, at City’s direction, Donor expends additional sums in architectural and engineering costs on City’s behalf for the design of the City Public Open Space Improvements for the approval of required permits, City shall reimburse Donor for that additional amount, as evidenced by receipts provided by Donor (“City Permit Costs”). The current estimate for City Permit Costs, if any, is approximately $95,000, which reflects a total of one hundred percent (100%) design development for the City Public Open Space Improvements.

The foregoing dollar amount is an approximate estimate and is subject to change.

2.13 CEQA Review. A Final Environmental Impact Report (“FEIR”) was prepared for the Combined Project (State Clearinghouse No. 2024070062) in accordance with the requirements of the California Environmental Act (California Public Resources Code Section 21000 et seq.) (“CEQA”) and the CEQA Guidelines (California Code of Regulations Title 14, Section 15000 et seq.), which includes a required Mitigation Monitoring and Reporting Program (“MMRP”). The Parties hereby acknowledge that the Combined Project is subject to the MMRP attached hereto as Exhibit “D”.

2.14 City Acknowledgements and Obligations. City hereby confirms, represents and warrants that: (a) City has a commitment to protect and maintain the Donated Property as public open space, which is currently proposed to be improved with a City public park including public athletic fields; (b) preserving the Donated Property as a public open space will provide a significant public benefit; (c) the donation of the Donated Property is for the recreational, scenic and other enjoyment of the general public; and (d) the donation of the Donated Property contemplated by this Agreement furthers the City’s General Plan and other policies and goals related to open space and public parks.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -4-

2.15 Donation Agreement. The Parties desire to enter into this Agreement to establish the terms and conditions for the donation of fee title interest in the Donated Property from Donor to the City.

3. TERMS.

3.1 City’s Use of the Public Open Space.

3.1.1 The City shall only use the Donated Property as public open space.

3.1.2 The City Public Open Space Improvements shall be designed, constructed and maintained in compliance with the Section 408 Permit Approval, the FEIR (including the MMRP), and any applicable conditions of approval set forth in the City Project Approvals (as defined in the Development Agreement).

3.1.3 The City shall maintain the Detention Basin Improvements described in the Section 408 Permit Approval on the Donated Property in compliance with the Section 408 Permit Approval and any other USACE requirements. The City shall be solely responsible for the repair of any damage to the Detention Basin Improvements on the Donated Property.

3.2 Escrow.

3.2.1 Opening of Escrow. Within ten (10) business days following the Effective Date, Donor and City shall open an escrow (“Escrow”) for the conveyance of the Donated Property with First American Title Insurance Company (“Title Company”), using an office and agent therewith as determined by Donor (“Escrow Holder”). Escrow shall be deemed open on the date Escrow Holder shall have received either an original or a copy, at Escrow Holder’s discretion, of this Agreement, fully executed by the Parties (“Opening of Escrow”). Escrow Holder shall notify City and Donor, in writing, of the date Escrow is opened (“Opening Date”).

3.2.2 Escrow Instructions. This Agreement constitutes the joint instructions of City and Donor to Escrow Holder for the conveyance of the Donated Property. City and Donor shall execute, deliver and be bound by any reasonable or customary supplemental or additional escrow instructions (“Additional Instructions”) of Escrow Holder or other instruments which may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to in writing by the Parties.

3.2.3 Close of Escrow. The recordation of the deed conveying title to the Donated Property from Donor to City, in substantially the same form included in Exhibit “E” attached hereto (“Grant Deed”), and disbursement of funds and distribution of other documents by Escrow Holder as described herein, shall constitute “Close of Escrow” or “Closing,” and the date thereof shall be the “Closing Date” as provided for herein. Close of Escrow shall occur thirty (30)

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -5-
calendar days following the date of the satisfaction of the condition set forth in Section 3.2.6 and Section 3.2.7 below. City and Donor may agree to change the Closing Date to a later date solely by joint written notice to Escrow Holder (“Extended Closing Date”). Closing shall be conditioned upon satisfaction, or waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto.

3.2.4 Costs of Escrow. All costs of any Title Policy provided for in Section 3.3 below (“Title Costs”) shall be paid by Donor; provided that such cost shall in no event exceed One Thousand Five Hundred Dollars ($1,500.00). All Escrow fees and normal closing costs attributable to the conveyance of the Donated Property (“Escrow Fees and Closing Costs”) shall be paid by City (the Title Costs and Escrow Fees and Closing Costs may be collectively referred to herein as the “Title and Escrow Costs”). Donor shall be solely responsible for payment of any administrative expenses required in order to obtain the partial release or reconveyance of mortgages, deeds of trust or other monetary liens other than those created or consented to by City (collectively, “Monetary Liens”) and encumbrances which are required to be removed by Donor prior to Closing as set forth in Section 3.3 below, as well as any payment of real property taxes, as described in Section 3.2.5 below. Escrow Holder shall provide an estimated closing costs statement to City and Donor at least three (3) business days prior to the Closing Date, or Extended Closing Date, if any.

3.2.5 Property Taxes; Profits of Donated Property. Donor shall timely pay all real property taxes allocable to the Donated Property accruing prior to Close of Escrow. Because City is a public agency to which real property taxes do not apply, no proration of real property taxes will be made through Escrow. Donor shall have the discretion to pursue a refund of real property taxes previously paid by or on behalf of Donor with regard to the Donated Property, which may become refundable due to City’s status as a public agency. City will cooperate reasonably with Donor’s efforts to obtain any such refund, including providing information requested by Donor in writing. For avoidance of doubt, Donor is entitled to all rents, issues, and profits generated by, or paid or accrued in connection with, the Donated Property prior to the Closing, regardless of when received.

3.2.6 City’s Conditions Precedent to Close of Escrow. Close of Escrow and City’s obligation to accept title to the Donated Property are subject to the satisfaction of the following described conditions for City’s benefit (or City’s waiver thereof, it being agreed that City may waive any or all of such conditions) on or prior to the Closing Date, or Extended Closing Date, if any:

A. Payments and Documents. Donor shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement.

B. Obligations. Donor shall have completed in a timely fashion all of its obligations that are to be completed prior to the Close of Escrow, as provided in this Agreement.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -6-
C. Title Policy. Escrow Holder shall have received an irrevocable commitment from the Title Company to issue the Title Policy (defined below), subject only to the Permitted Exceptions, as described in Section 3.3.2 below.

D. Representations and Warranties. All representations and warranties of the Donor hereunder shall be true as of the Effective Date and as of the Close of Escrow.

E. Property Taxes and Assessments. All property taxes attributable to the Donated Property shall have been paid by Donor before delinquency (or paid at Closing) and shall be current as of Close of Escrow.

F. City Council Determination. The City Council shall have determined, pursuant to Government Code Section 65402, that the City’s acquisition of fee title to the Donated Property pursuant to this Agreement is consistent with the City’s General Plan. The City hereby acknowledges that the required City Council finding has been made in the Development Agreement.

G. Escrow Closing Costs Statement. The Parties shall have received, reviewed, and approved (such approval not to be unreasonably withheld, conditioned, or delayed) Escrow Holder’s estimated closing costs statement.

H. Inspections. City shall have approved, in its sole and absolute discretion, that the Donated Property is suitable for its intended use following any desired examinations, inspections and investigations, all in accordance with, subject to, and as more particularly as provided for in Section 3.4 below.

3.2.7 Donor’s Conditions Precedent to Close of Escrow. Close of Escrow and Donor’s obligation to convey the Donated Property are subject to the satisfaction of the following conditions for Donor’s benefit (or Donor’s waiver thereof, it being agreed that Donor may waive any or all of such conditions) on or prior to the Closing Date, or Extended Closing Date, if any:

A. Material Progression of Donor’s Project. Donor, and/or its affiliates and/or their respective successors and/or assigns, shall have obtained a vertical building permit (e.g., permit for a habitable structure) for Donor’s Project.

B. City Immediate Reimbursement. City shall have remitted full payment to Donor for the Section 408 Permit Costs, any City Permit Costs, and City’s Fair Share of the following costs, to the extent such costs have been expended by Donor prior to close of Escrow: Section 408 Permit Improvement Costs, City Conditions of Approval Costs, and Additional Hard Costs.

C. Section 408 Permit Approval Compliance. City shall provide written documentation evidencing that USACE has determined that the City Public Open Space Improvements have been designed in compliance with the Section 408 Permit Approval.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -7-
D. Section 408 Permit Approval; Assignment and Assumption Agreement. If authorized by the USACE, the City shall enter into an assignment and assumption agreement with Donor for the satisfaction of all conditions of Section 408 Permit Approval that apply to the Donated Property and City Public Open Space Improvements, including but not limited to operation, maintenance, and repair requirements for Detention Basin Improvements on the Donated Property.

E. Easement for Access to Storage Basin Improvements. City shall grant an easement to Donor for Donor’s access to the Donated Property for the maintenance and repair of the Storage Basin Improvements (“Storage Basin Improvements Easement Agreement”) in the event that City fails to maintain or repair the Storage Basin Improvements as required by this Agreement and the Section 408 Permit Approval. The Storage Basin Improvements Easement Agreement shall be assignable by Donor, in its sole discretion, to any third party.

F. Easement for Digital Billboard. City shall grant an easement to Donor for Donor’s access to the Donated Property for the installation, operation, maintenance and repair of Owner’s Digital Billboard (as defined in the Development Agreement) to be installed on the Donated Property (“Digital Billboard Easement Agreement”). The Digital Billboard Easement Agreement shall also allow for the installation of electric and other mechanical equipment in the easement area for the operation of the Digital Billboard. The Digital Billboard Easement Agreement shall be assignable by Donor, in its sole discretion, to any third party. The City hereby acknowledges that Donor may, in its sole discretion, cause a third-party billboard operator to operate, maintain, and repair the Digital Billboard, and the Digital Billboard Easement Agreement shall expressly authorize that arrangement.

G. Reimbursement Agreement. City and Donor shall have executed a Reimbursement Agreement for payment of any outstanding City Permit Costs expended by Donor and City’s Fair Share of any of the following outstanding costs: Section 408 Permit Improvement Costs, City Conditions of Approval Costs, and Additional Hard Costs. For the avoidance of doubt, the Reimbursement Agreement shall include payment of the City’s Fair Share of costs related to site preparation for the City Public Open Space Improvements, including but not limited to rough grading, installation of utilities and/or utility connections, and installation of a stormwater swale on the Donated Property. If applicable, the Reimbursement Agreement shall also include payment of City’s Fair Share of the development costs, including construction management costs, for the City Public Open Space Improvements in the event that City directs Donor to complete the City Public Open Space Improvements on City’s behalf.

H. Financial Assurances. City shall provide Donor with sufficient financial assurances, at Donor’s sole discretion, that the City has obtained or will obtain the funding needed to complete the City Public Open Space Improvements and fulfill the reimbursement requirements of the aforementioned Reimbursement Agreement.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -8-
I. Documents. City shall have tendered into Escrow all documents required of it pursuant to this Agreement.

J. Close of Escrow Obligations. City shall have completed in a timely fashion all of its obligations which are to be completed prior to the Close of Escrow, as provided in this Agreement.

K. Escrow Closing Costs Statement. The Parties shall have received, reviewed, and approved (such approval not to be unreasonably withheld, conditioned, or delayed) Escrow Holder’s estimated closing costs statement.

3.2.8 City’s Documents. Not less than one (1) business day prior to Closing, City shall tender (as applicable) to Escrow Holder the following documents (in recordable form, as necessary):

A. Grant Deed and Certificate of Acceptance. The Grant Deed and Certificate of Acceptance (attached hereto as Exhibit “E”) executed by the City. The Grant Deed shall include a provision that fully indemnifies Donor from any liability whatsoever related to the Donated Property upon execution of the Grant Deed.

B. Change of Ownership. Preliminary Change of Ownership form.

C. Easement Agreements. The Storm Basin Improvements Easement Agreement and the Digital Billboard Easement Agreement executed by the City.

D. Additional Documents. Such other documents required of City under this Agreement and by Escrow Holder in the performance of its contractual or statutory obligations.

3.2.9 Donor’s Payments and Documents. Not less than one (1) business day prior to Closing, Donor shall pay or tender (as applicable) to the Escrow Holder the following funds (which amounts may be offset against funds otherwise payable to Donor through Escrow) and documents (in recordable form, as necessary):

A. Property Taxes. Funds required to pay real property taxes, as described in Section 3.2.5 above.

B. Grant Deed. The Grant Deed (attached hereto as Exhibit “E”), executed by Donor.

C. Tax Certificates and Forms. FIRPTA Certificate and California Form 593-C, using forms to be provided by Escrow Holder.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -9-
D. Additional Documents and Funds. Such other documents and funds required of Donor under this Agreement and by Escrow Holder in the performance of its contractual or statutory obligations.

3.2.10 Escrow Holder Responsibilities. Upon Closing, the Escrow Holder is authorized and instructed to:

A. Liens and Encumbrances. Cause the satisfaction and removal of all exceptions to title to the Donated Property representing Monetary Liens or encumbrances required to be satisfied and/or removed by Donor pursuant to Section 3.2.4, from funds provided by, or otherwise payable to, Donor at Close of Escrow, including, without limitation, any unpaid taxes, respecting the Donated Property which became due and payable prior to Close of Escrow and any penalties and interest thereon. Before such payments or charges are made, Escrow Holder shall notify Donor of the sums necessary to satisfy and remove such Monetary Liens or encumbrances.

B. Payments for Fees, Charges and Costs. Pay and charge (as applicable) Donor for any fees, charges and costs payable to or from Donor pursuant to this Agreement. Before such payments or charges are made, Escrow Holder shall notify City and Donor of such fees via circulation of draft estimated closing statements, which shall be subject to the review and reasonable approval or disapproval of each of City and Donor; provided that the Parties shall each review and provide any comments, objections, or corrections to such estimated closing statements, reasonably, promptly and in a timely manner so as not to cause any delay in the Close of Escrow as of the then-scheduled Closing Date in connection with such review, revisions, and approval.

C. Grant Deed. Record the Grant Deed, with Certificate of Acceptance attached thereto, and any other instruments, as appropriate, delivered through Escrow.

D. Funds and Documents. Disburse such other funds and deliver such other documents to the Parties entitled thereto.

E. Title Policy. Cause the Title Policy to be issued.

3.2.11 Notices. All communications from Escrow Holder to either City or Donor shall be directed to the addresses and in the manner established in Section 3.8.1 herein for notices, demands and communications between the City and Donor.

3.2.12 Electronically Transmitted/Counterpart Documents. In the event City or Donor utilizes electronically transmitted signed documents (e-mail or facsimile), the Parties hereby agree to accept and instruct Escrow Holder to rely upon such documents as if they bore original signatures. City and Donor hereby acknowledge and agree to provide to Escrow Holder, within five (5) business days after transmission (or such shorter period of time as is available so as to not cause a delay in the Close of Escrow on the then-scheduled Closing Date), such documents bearing the original signatures to the extent requested or required by either Party or

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -10-
escrow holder. Escrow Holder is authorized to utilize documents which have been signed by City and Donor in counterparts.

3.2.13 Tax Adjustment Procedure. Escrow Agent is authorized and instructed to comply with the following tax adjustment procedure:

A. Property Taxes. Pay and charge Donor for any unpaid delinquent taxes and/or penalties and interest thereon against the Donated Property.

B. Tax Information Unavailable. In the event this escrow closes between July 1 and November 1, and current tax information is not available from title insurer, Escrow Agent is instructed to collect from Donor an amount equal to 105% of the prorated amount due based upon the previous fiscal year’s second half tax bill. At such time that the tax information is available, Escrow Agent shall pay the County Tax Collector for Donor’s prorated portion of taxes and shall forward a copy of the receipt for such payment, with a copy of the tax statement, to the City and Donor. Escrow agent shall simultaneously refund any difference between the amount of taxes due, and the amount collected from Donor set forth in this Section above, to the Donor. In the event the amount withheld is not sufficient to pay Donor’s prorated portion of taxes due, the Donor herein agrees to immediately pay the difference.

C. Tax Information Available. In the event said tax information is available Donor’s taxes shall be prorated in accordance with Section 3.2.13(D) below.

D. Proration. From the date that tax information is available, pursuant to Section 3.2.13(B) above, up to and including June 30, Donor’s current taxes, if unpaid, shall be prorated to date of Close of Escrow on the basis of the actual number of days in the year of Closing, in accordance with Tax Collector’s proration requirements, together with penalties and interest, if said current taxes are unpaid after December 10 and/or April 10. At the close of escrow, a check payable to the County Tax Collector for Donor’s prorata portion of taxes shall be forwarded to City with the closing statement.

E. Refund. Any taxes which have been paid by Donor, prior to opening of this escrow, shall not be prorated between City and Donor, but Donor may, in its sole discretion after Close of Escrow, apply to the County Tax Collector for a refund. This refund would apply, if applicable, to the period after City’s acquisition, pursuant to Revenue and Taxation Code Section 5096.7.

3.3 Title.

3.3.1 Condition of Title; Title Policy. It is a condition to the Close of Escrow for City’s benefit that fee title to the Donated Property and the right to possession of the Donated Property conveyed to City pursuant to this Agreement shall be subject only to the Permitted Exceptions (defined below), as evidenced by the receipt by Escrow Holder of an irrevocable commitment from the Title Company to issue to City upon Close of Escrow its California Land

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -11-
Title Association (CLTA) Standard Owner’s Form Policy of Title Insurance (“Title Policy”) with coverage in an amount equal to current market value of the Donated Property, as reasonably determined by the Parties and with the approval of Title Company (the determination of which shall not require Donor to obtain or pay for additional appraisals or incur any other costs). The Parties shall cause the Title Company to issue the Title Policy to City upon Close of Escrow.

3.3.2 Permitted Exceptions. The term “Permitted Exceptions” as used herein shall mean the following conditions and exceptions to title or possession:

A. Non-Delinquent Tax. A lien to secure payment of general and special real property taxes, provided they are not delinquent.

B. Supplemental Taxes. A lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code accruing on or after the Close of Escrow.

C. City Creation or Consent. Matters affecting the condition of title created by or with the consent of City.

D. Disclosed to and Approved by City. Other exceptions to title disclosed by the Title Report (defined below) which have been approved in writing by City, or deemed approved pursuant to this Agreement, prior to the Close of Escrow. Notwithstanding any other provision(s) in this Agreement, any exceptions to title to the Donated Property representing Monetary Liens or encumbrances are hereby disapproved and deemed a Disapproved Matter (defined below).

3.3.3 Preliminary Title Report. If City has not already obtained the same prior to the execution of this Agreement, promptly following the receipt of a Title Report (defined below), Escrow Holder will obtain from the Title Company and provide to the Parties a current preliminary title report for the Donated Property, and the best available copies of all title exceptions listed therein (collectively the “Title Report”). The parties acknowledge and agree that neither City nor Donor shall be required to take any actions with respect to any exceptions on the Title Report. (A) Disapproved Matters. Within thirty (30) calendar days following the Effective Date, City will notify Donor and Escrow Holder in writing of any objections to the status of title as disclosed by the Title Report (“Disapproval Notice”). Any title matters included in City’s Disapproval Notice will constitute “Disapproved Matters” under this Agreement.

Those title exceptions not constituting Disapproved Matters, other than Monetary Liens, will be deemed Permitted Exceptions.
(B) Donor Cure. Except as provided in Section 3.3.3(C) below, Donor will cause all Disapproved Matters to be removed as title exceptions on or before Close of Escrow.

If City fails to provide an initial written notice of potential Disapproved Matters within the time

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -12-
permitted therefor, then all matters of record in the Title Report, other than Monetary Liens, shall be deemed to be Permitted Exceptions.
(C) Non-Cure Matters. Donor may elect not to cure any Disapproved Matters if, within seven (7) business days after Donor receives City’s Disapproval Notice, Donor informs City that it elects not to cure or remove any such potential Disapproved Matters. If Donor fails to provide such a notice of election not to cure or remove within the time permitted therefor, then Donor will cause all matters disapproved by City to be removed as title exceptions on or before Close of Escrow. If Donor so notifies City in writing (“Non-Cure Notice”) of any such potential Disapproved Matters that Donor will not cure or remove (“Non-Cure Matters”), then City may terminate this Agreement by providing written notice of such termination to Donor within seven (7) business days of City’s receipt of such Non-Cure Notice from Donor. If City does not terminate this Agreement pursuant to this Section 3.3.3 within the time period permitted after its receipt of a Non-Cure Notice, then all Non-Cure Matters shall be deemed to be Permitted Exceptions.

3.4 Suitability and Condition of Property.

3.4.1 Inspections, Studies and Right of Entry. A Phase I ESA for the Donated Property was prepared by Partner Engineering and Science, Inc. in January 2022, which has been reviewed by the City and is attached as an appendix to the EIR for the Combined Project. As explained in the EIR, the Phase I ESA investigation included site reconnaissance, review of regulatory databases, aerial photographs, City directories, and topographic maps. For a period of one thirty (30) calendar days after the Effective Date of this Agreement (“Due Diligence Period”), City may conduct, at City’s sole cost and expense, such additional examinations, inspections and investigations of the Donated Property as City may desire or deem appropriate in City’s sole discretion in order to determine whether the physical and environmental condition of the Donated Property is acceptable to City (subject to the express limitations of this Agreement). City and its authorized employees, representatives, agents, engineers, analysts, consultants and contractors, may enter upon the Donated Property prior to the Closing Date for the purpose of conducting physical examinations, inspections and investigations of the Donated Property, except for invasive testing (which shall be subject to further approval by Donor upon City’s request, which approval may be withheld in Donor’s sole and absolute discretion), and preparing reports related thereto, including without limitation, those related to soils, subsurface soils, drainage, seismic and other geological and topographical matters, the location of toxic substances, hazardous materials or wastes, if any, and any other environmental or other matters as City deems prudent with respect to the Donated Property. Donor shall have the right, but not the obligation, to accompany City during examinations, inspections and investigations, but shall not interfere therewith. Prior to any entry by City or any of the City parties described above onto the Donated Property, City shall provide Donor with not less than two (2) business days’ notice. Prior to the expiration of the Due Diligence Period, City may terminate this Agreement for any reason. Prior to Closing, subject to the other terms of this Agreement, City may perform an additional reasonable non-invasive inspection of the Donated Property to confirm there has been no material adverse change in the physical

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -13-
condition of the Donated Property from the condition that the Donated Property was in as of the end of the Due Diligence Period.

3.4.2 Restoration of Property. City, at its sole cost and expense, agrees in a timely manner to restore the Donated Property to the condition the Donated Property was in prior to City’s entry, and to indemnify, defend (using counsel reasonably acceptable to Donor) and hold harmless, the Donor Parties from all expenses, damages, claims, causes of actions, or losses suffered or incurred by the Donor Parties which are caused by the City’s due diligence activities or other entry on to the Donated Property in furtherance of or relation to this Agreement. This Section shall survive any termination of this Agreement. As used in this Agreement, the “Donor Parties” means, collectively, Donor and each of its predecessors, members, partners, officers, directors, employees, trustees, agents, affiliates, and/or lenders, representatives, attorneys and all persons acting by, through, under, or in concert with the foregoing, or any of them, and their respective successors and/or assigns.

3.4.3 Notice. On or before the end of the Due Diligence Period, City shall notify Donor and Escrow Holder in writing of City’s approval or disapproval of the condition of the Donated Property. City’s failure to deliver such notice on or before the Due Diligence Period shall be deemed City’s approval thereof.

3.5 Acknowledgements and General Releases.

3.5.1 Relocation Satisfaction and Waiver. Donor acknowledges that, in accordance with applicable provisions of California law, Donor is not entitled to the payment of relocation expenses, compensation for loss of goodwill, just compensation, inverse condemnation, unlawful pre-condemnation conduct, or all other benefits and claims other than those expressly provided for in this Agreement in connection with Donor’s voluntary donation of, and City’s acceptance of, the Donated Property.

3.5.2 Information Supplied by Donor. City specifically acknowledges and agrees that, except as expressly set forth elsewhere in this Agreement, no Donor Party has made any representation or warranty of any nature concerning the accuracy or completeness of any documents delivered or made available for inspection by Donor to City, and that City has undertaken such inspections of the Donated Property as City deems necessary and appropriate and that City is relying solely upon such investigations and not on any of the documents, materials or any other information provided to City by or on behalf of Donor. City specifically acknowledges that any documents and materials so provided to the City are provided without warranty or representation, express or implied, except as expressly set forth elsewhere in this Agreement.

Notwithstanding the foregoing, if not already provided by Donor to City, within ten (10) business days following the Effective Date, Donor shall deliver to City copies of the following materials (the “Property Information”) which Donor, or any affiliate of Donor, has in its actual possession:

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -14-
(A) Copies of any existing title policy/commitment and any existing survey in Donor’s possession that relate to the Donated Property. (B) All environmental studies, laboratory results or analyses, surveys or drilling logs, Phase 1 or Phase 2 analyses, monitoring well reports, or any other type of report, summary, data, or information regarding any soil or groundwater condition or other environmental condition on the Donated Property or any other property of which the Donated Property is a part. (C) Such other non-proprietary, non-confidential, non-attorney-client privileged items in Donor’s possession that City may reasonably request in connection with its inspection of the Donated Property.

3.5.3 Release. AS OF THE CLOSE OF ESCROW, CITY HEREBY FULLY

AND IRREVOCABLY RELEASES AND FOREVER DISCHARGES DONOR OF AND

FROM ANY AND ALL MANNER OF ACTION OR ACTIONS, CAUSE OR CAUSES OF

ACTION, AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, IN TORT),

SUITS, DEBTS, LIENS, CONTRACTS, AGREEMENTS, PROMISES, LIABILITIES,

CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS OR EXPENSES, OF ANY NATURE

WHATSOEVER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT
(COLLECTIVELY, “CLAIMS”) THAT CITY MAY HAVE OR HEREAFTER ACQUIRE

AGAINST ANY DONOR PARTY ARISING FROM OR RELATED TO IN ANY WAY

THE DONATED PROPERTY, THE CONDITION OF THE DONATED PROPERTY,

THIS AGREEMENT, OR ANY DOCUMENTS EXECUTED PURSUANT HERETO OR

IN CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION, THE EXHIBITS ATTACHED HERETO (THE “OTHER DOCUMENTS”) AND THE

TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT

LIMITATION, ANY LATENT OR PATENT CONSTRUCTION DEFECTS, ERRORS OR

OMISSIONS, COMPLIANCE WITH LAW MATTERS, THE PRESENCE, DISCOVERY

OR REMOVAL OF HAZARDOUS SUBSTANCES AND OTHER ENVIRONMENTAL

MATTERS WITHIN, UNDER OR UPON, OR IN THE VICINITY OF THE DONATED

PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS. THE FOREGOING RELEASE BY CITY SHALL INCLUDE, WITHOUT

LIMITATION, ANY CLAIMS CITY MAY HAVE PURSUANT TO ANY STATUTORY

OR COMMON LAW RIGHT CITY MAY HAVE TO RECEIVE DISCLOSURES FROM

ANY DONOR PARTY, INCLUDING, WITHOUT LIMITATION, ANY DISCLOSURES AS TO THE DONATED PROPERTY’S LOCATION WITHIN AREAS DESIGNATED AS

SUBJECT TO FLOODING, FIRE, SEISMIC OR EARTHQUAKE RISKS BY ANY

FEDERAL, STATE OR LOCAL ENTITY, THE PRESENCE OF HAZARDOUS

SUBSTANCES ON OR BENEATH THE DONATED PROPERTY, THE NEED TO

OBTAIN FLOOD INSURANCE, AND/OR THE ADVISABILITY OF OBTAINING TITLE

INSURANCE, OR ANY OTHER CONDITION OR CIRCUMSTANCE AFFECTING THE

DONATED PROPERTY, ITS FINANCIAL VIABILITY, USE OR OPERATION, OR ANY PORTION THEREOF. THIS RELEASE INCLUDES CLAIMS OF WHICH CITY IS

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -15-

PRESENTLY UNAWARE OR WHICH CITY DOES NOT PRESENTLY SUSPECT TO

EXIST IN ITS FAVOR WHICH, IF KNOWN BY CITY, WOULD MATERIALLY AFFECT CITY’S RELEASE OF THE DONOR PARTIES. IN CONNECTION WITH THE

GENERAL RELEASE SET FORTH IN THIS SECTION, CITY SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES

NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.”
________________________
City’s Initials

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 3.5, THE FOREGOING RELEASE IS NOT INTENDED TO AND DOES NOT

COVER, IN EACH CASE TO THE EXTENT THE SAME WAS NOT ACTUALLY KNOWN BY CITY PRIOR TO OR AT THE CLOSING: (I) ANY CLAIMS ARISING

DURING THE SURVIVAL PERIOD (DEFINED BELOW) FROM A BREACH OF ANY OF DONOR’S EXPRESS REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 3.6 OF THIS AGREEMENT OR (II) ANY OTHER BREACH BY DONOR OF

AN EXPRESS OBLIGATION OF DONOR UNDER THIS AGREEMENT (HEREIN COLLECTIVELY THE “EXCLUDED CLAIMS”).

3.5.4 Natural Hazards. Donor may be required to disclose if the Donated Property lies within the following natural hazard areas or zones: (i) a special flood hazard area designated by the Federal Emergency Management Agency (California Civil Code Section 1102.17); (ii) an area of potential flooding (California Government Code Section 8589.4); (iii) a very high fire hazard severity zone (California Government Code Section 51183.5); (iv) a wild land area that may contain substantial forest fire risks and hazards (Public Resources Code Section 4136); (v) an earthquake fault zone (Public Resources Code Section 2621.9); or (vi) a seismic hazard zone (Public Resources Code Section 2694). City and Donor acknowledge that City has engaged or will engage the services of Escrow Holder (which, in such capacity, is herein called “Natural Hazard Expert”) to examine the maps and other information specifically made available to the public by government agencies for the purposes of enabling Donor to fulfill its disclosure obligations, if and to the extent such obligations exist, with respect to the natural hazards referred to in California Civil Code Section 1102.6c(a) and to report the result of its examination to City and Donor in writing. The written report prepared by the Natural Hazard Expert regarding the results of its full examination fully and completely discharges Donor from its disclosure obligations referred to herein, if and to the extent any such obligations exist, and, for the purpose

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -16-
of this Agreement, the provisions of Civil Code Section 1102.4 regarding non-liability of Donor for errors or omissions not within its personal knowledge shall be deemed to apply and the Natural Hazard Expert shall be deemed to be an expert, dealing with matters within the scope of its expertise with respect to the examination and written report regarding the natural hazards referred to above.

3.5.5 Survival. This Section 3.5 shall survive any termination of this Agreement and the Closing.

3.6 Termination, Defaults and Remedies.

3.6.1 Automatic Termination. In the event that: (i) Donor has not obtained final, non-appealable City Project Approvals, including but not limited to recordation of the Final Map for the Subdivision (as defined in the Development Agreement), for Donor’s Project by the date that is six (6) months following the mutual execution of this Agreement; (ii) after having obtained final, non-appealable City Project Approvals for Donor’s Project from the City, any of the City Project Approvals lapse or expire; (iii) any of the City Project Approvals are subject to litigation and that litigation has not been resolved in Donor’s favor by the date that is one (1) year following the mutual execution of this Agreement; or (iv) any of the City Project Approvals are subject to a valid voter referendum and are overturned by that referendum; then this Agreement shall automatically terminate on the applicable date, and the Parties shall have no further obligations hereunder, except for those obligations that expressly survive termination. In such event, the City and Donor shall each pay fifty (50) percent of the costs of any Escrow Holder and Title Company termination fees and charges (collectively, “Termination Costs”), unless the failure of such condition was caused by either Party, in which case such Party shall bear all such Termination Costs.

3.6.2 Exercise of City’s Termination Rights. If City’s conditions precedent to Closing do not occur as required in Section 3.2.6 herein, and if City thereby elects to exercise its rights to terminate this Agreement and the Escrow, City may do so by giving written notice of such termination to Donor and Escrow Holder prior to the Close of Escrow. In such event, the City and Donor shall each pay fifty (50) percent of the costs of any Escrow Holder and Title Company Termination Costs, unless the failure of such condition was caused by either Party, in which case such Party shall bear all such Termination Costs. Upon such termination, all other obligations and liabilities of the Parties under this Agreement that do not specifically survive termination shall cease and terminate.

3.6.3 Exercise of Donor’s Termination Rights. If Donor’s conditions precedent to close of escrow do not occur as required in Section 3.2.7 herein, and if Donor thereby elects to exercise its rights to terminate this Agreement and the Escrow, Donor may do so by giving written notice of such termination to City and Escrow Holder prior to the Close of Escrow. In such event, Donor and City shall each pay fifty (50) percent of the Termination Costs, unless the failure of such condition was caused by either Party, in which case such Party shall bear all such Termination Costs shall pay all Termination Costs. Upon such termination, all other obligations and liabilities

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -17-
of the Parties under this Agreement that do not specifically survive termination shall cease and terminate.

3.6.4 City’s Breach. If City materially breaches any of its obligations to perform under this Agreement and fails to cure such breach within a reasonable period of time following written notice from Donor (not to exceed thirty (30) calendar days), then Donor, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by giving written notice to City and Escrow Holder. In such event, City shall pay all Termination Costs and shall reimburse Donor for all of Donor’s actual costs and expenses paid or incurred, including, without limitation, attorney’s fees, in connection with this Agreement and/or the transactions contemplated hereby in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), within ten (10) calendar days of Donor’s delivery of an invoice to City therefor. Upon such termination, all obligations and liabilities of the Parties under this Agreement that do not specifically survive termination shall cease and terminate. Donor shall have no right to seek specific performance of this Agreement.

3.6.5 Donor’s Breach. If Donor materially breaches any of its obligations to perform under this Agreement, and fails to cure such breach within a reasonable period of time following written notice from City (not to exceed thirty (30) calendar days), then City, in addition to pursuing any other rights or remedies which City may have at law or in equity, may, at City’s option, elect to pursue one (but not both) of the following:

A. Termination. City may terminate this Agreement and the Escrow by giving written notice to Donor and Escrow Holder. In such event, Donor shall pay all Termination Costs and shall reimburse City for all of City’s actual costs and expenses paid or incurred, including, without limitation, attorney’s fees, in connection with this Agreement and/or the transactions contemplated hereby in an amount not to exceed Ten Thousand Dollars ($10,000.00), within ten (10) calendar days of City’s delivery of an invoice to Donor therefor.

Upon such termination, all obligations and liabilities of the Parties under this Agreement that do not specifically survive termination shall cease and terminate.

B. Specific Performance. City may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security, provided that any action seeking specific performance must be filed within ninety (90) calendar days after the applicable breach (after applicable notice and cure rights). If no such action is filed within such time period, City’s right to seek specific performance shall be deemed waived and released with respect to the applicable breach and failure to cure.

3.6.6 Return of Documents and Funds; Release of Liability as to Escrow Holder.

In the event Escrow Holder receives written notice from City or Donor, prior to Close of Escrow, of its election to terminate the Escrow as provided for in this Agreement, then Escrow Holder shall promptly terminate the Escrow and return all documents and funds, less Termination Costs, as appropriate, to the Party depositing the same. The Parties hereby release Escrow Holder, and shall hold Escrow Holder free and harmless, from all liabilities associated with such termination, excepting for Escrow Holder’s obligations to return documents and funds as provided herein.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -18-

3.7 Donor’s Representations and Warranties. Donor hereby represents and warrants to City that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Close of Escrow, and the truth and accuracy of such statements shall constitute a condition precedent to all of City’s obligations under this Agreement:

3.7.1 Authority. Donor has full power and authority to own, sell and convey the Donated Property to City and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by Donor to City now or at Close of Escrow have been or will be duly executed and delivered by Donor and are or will be legal, valid and binding obligations of Donor, sufficient to convey to City good and marketable title to the Donated Property and are enforceable in accordance with their respective terms.

3.7.2 No Unrecorded Possessory Interests; No Agreements or Undertakings. To Donor’s current actual knowledge, Donor is not a party to any agreements for occupancy in effect for the Donated Property. During the term of this Agreement, Donor will not enter into any agreements or undertake any obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Donated Property following the Closing Date without the prior written consent of City (which will not be unreasonably withheld or delayed), including, without limitation, any agreements for occupancy of the Donated Property.

3.7.3 Hazardous Materials. Donor is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose information to City regarding the environmental status of the Donated Property. Donor represents to City, and City relies on Donor’s representation that, to Donor’s knowledge, Donor has nothing to disclose in connection therewith other than matters which are identified or disclosed in any environmental studies or site assessments provided by Donor to City in connection with the Donated Property as provided in Section 3.5.2(B) above. Donor has not used, generated, manufactured, stored or disposed of on, under or about the Donated Property or transported to or from the Donated Property any “Hazardous Materials” as defined in any state, federal or local statute, ordinances, rules or regulation applicable to the Donated Property, including without limitation any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances.

3.7.4 Litigation. Donor is not a party to any pending claims, actions, suits or proceedings against or affecting Donor or the Donated Property, and Donor has no knowledge of any pending claims, nor potential claims threatened in writing, involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Donor at Close of Escrow, at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, City or instrumentality. Donor is not subject to or in default under any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, City or instrumentality.

3.7.5 No Breach. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not violate or result in any breach of or

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -19-
constitute a default under or conflict with or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, according to Donor’s knowledge, any order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Donor is a party or by which Donor or the Donated Property are bound.

3.7.6 Donor’s Knowledge. Whenever phrases such as “to Donor’s knowledge” or “Donor has no knowledge” or similar phrases are used in the foregoing representations and warranties, they will be deemed to refer exclusively to matters within the current actual knowledge of ________. In no event shall such individual have any personal liability therefor.

3.7.7 Survival. The representations and warranties contained in Sections 3.7.1 through 3.7.5 above, as updated as of the Closing in accordance with the terms of this Agreement, will survive Closing for a period of twelve (12) months after the Closing Date (the “Survival Period”). No claim for a breach of any representation or warranty of Donor will be actionable or payable if (i) City does not notify Donor in writing of such breach and commence a “legal action” thereon within the Survival Period, or (ii) the breach in question results from or is based on a condition, state of facts or other matter which was actually known to City prior to Closing (without limiting the foregoing, City shall be deemed to know of all matters contained or disclosed in any information, documents, or materials provided or made available by any Donor Parties).

3.8 Miscellaneous.

3.8.1 Notices and Demands. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by email with acknowledgment of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, email transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given.

Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent.

To City:

With Copy to:

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -20-
To Donor:

To Title Company:

3.8.2 Possession; Risk of Loss. City shall be entitled to sole possession of the Donated Property immediately upon Close of Escrow. All risk of loss or damage to the Donated Property will pass from the Donor to the City at the Close of Escrow. Donor covenants and agrees that it will keep the Donated Property insured in a manner consistent with its practices as of the Effective Date, through Close of Escrow. If the Donated Property is materially damaged or destroyed prior to the Close of Escrow due to an uninsured casualty, then City may elect to terminate this Agreement as provided in Section 3.6.1 above.

3.8.3 Survival of Covenants. The covenants, representations and warranties of both City and Donor set forth in this Agreement shall not survive, and shall merge into, the recordation of the Grant Deed and the Close of Escrow, except as expressly set forth to the contrary in this Agreement.

3.8.4 Required Actions of City and Donor. City and Donor agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use their best efforts to accomplish the Close of Escrow in accordance with the provisions hereof.

3.8.5 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof.

3.8.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

3.8.7 Captions. Any captions to, or headings of, the paragraphs or subparagraphs of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.

3.8.8 No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to, any person or entity other than the Parties.

3.8.9 Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -21-

3.8.10 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

3.8.11 Applicable Law. All questions with respect to this Agreement, and the rights and liabilities of the Parties and venue hereto, shall be governed by the laws of the State of California. Any and all legal actions sought to enforce the terms and provisions of the Agreement shall be brought in the courts of the County of Los Angeles.

3.8.12 Assignment. Donor shall have the right, in its sole discretion, to assign this Agreement as it relates to the Donated Property to any party. The City shall not assign this Agreement as it relates to the Donated Property to any party without the prior written consent of Donor, which consent may be given or withheld in Donor’s sole discretion.

3.8.13 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.

3.8.14 Severability. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

3.8.15 Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had an equal opportunity to participate in the drafting thereof.

3.8.16 Legal Fees. Each Party shall be responsible for payment of its own attorneys’ fees with respect to the negotiation and preparation of this Agreement and processing of the escrow. In the event of the bringing of any action or proceeding to enforce or construe any of the provisions of this Agreement, the prevailing Party in such action or proceeding, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all reasonable costs and expenses of suit.

3.8.17 Fees and Other Expenses. Except as otherwise provided herein, each of the Parties shall pay its own fees and expenses in connection with this Agreement.

3.8.18 Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between City and Donor as to the donation of the Donated Property from Donor to City. No subsequent agreement, representation, or promise made by either Party hereto, or by or to an employee, officer,

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -22-
agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound thereby.

3.8.19 Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto.

3.8.20 Limited Liability. Notwithstanding anything to the contrary herein, City on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the “City Parties”) hereby agrees that in no event or circumstance shall any of the Donor Parties (other than Donor as a collective responsible party) have any personal liability under this Agreement. City agrees to look solely to Donor and the assets of Donor for the satisfaction of any liability or obligation arising under this Agreement and the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation against any of Donor Parties (other than Donor as a collective responsible party) with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary contained within this Agreement: (a) the maximum aggregate liability of Donor, and the maximum aggregate amount which may be awarded to and collected by City (including, without limitation, for any breach of any representation, warranty and/or covenant of Donor) under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without limitation, the Exhibits attached hereto (collectively, the “Other Documents”) shall, under no circumstances whatsoever, exceed Fifty Thousand Dollars ($50,000.00) (the “Cap Amount”); and (b) City shall notify Donor in writing of any claim of any breach of any representation, warranty and/or covenant of Donor under the Agreement or the Other Documents and commence a “legal action” thereon within the Survival Period.

3.8.21 Environmental Review. Subject to the limitations on the use of the Donated Property set forth in this Agreement, City acknowledges that City’s ultimate use of the Donated Property could require additional environmental review under CEQA, which shall be at City’s sole cost and expense.

3.8.22 Recordation. This Agreement shall not be recorded against the Donated Property or otherwise. No memorandum of this Agreement shall be recorded against the Donated Property (or otherwise), except as follows: (a) the Parties shall reasonably agree to a form of memorandum of this Agreement to be recorded against the Donated Property upon the expiration of the Due Diligence Period (“Memo”); and (b) a fully executed, notary acknowledged, recordable termination/satisfaction of such Memo, in a form reasonably agreed to by the Parties, shall be concurrently deposited with Escrow Holder. At any time after this Agreement is terminated/satisfied, either Party may deliver written notice of objection to such recording to Escrow Holder and the other Party requesting that the termination/satisfaction be recorded. If the non-requesting Party does not deliver written notice to Escrow Holder within five (50 business days of receiving such request, then Escrow Holder shall be irrevocably authorized to record such termination/satisfaction.

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -23-

3.8.23 Charity; Tax Deduction. The Parties acknowledge that Donor would not make the donation of the Donated Property contemplated hereby but for Donor’s expectation of realizing certain tax deductions as a result thereof. City agrees to reasonably cooperate with Donor in obtaining any and all applicable tax deductions. The Parties do not believe that the City is providing any goods or services in consideration, in whole or in part, for any of the Donated Property transferred to the City pursuant to this Agreement. However, the City believes this Agreement will better align the interests of the City with the Project. If such alignment of interests is determined to be “goods and services,” then the Parties believe that the value is immaterial. The provisions of this Section 3.8.23 shall survive the termination of this Agreement and/or the Closing.

3.8.24 Voluntary Action. For avoidance of doubt, Donor’s development and construction of Donor’s Project, including, without limitation, pursuit of any additional necessary permits related thereto and/or the commencement and/or completion of the foregoing are at Donor’s sole and absolute discretion. Donor owes no duty or obligation to City for any of the foregoing, and may suspend, cease, abandon, or terminate any and all of the foregoing such activities at any time, and from time to time, in its sole and absolute discretion. No action contemplated in this Section shall result in, or be deemed to be, any breach or default by Donor under this Agreement or with respect to any obligations or duties Donor may owe to City by virtue of this Agreement or otherwise, including, without limitation, even if any such action results in any failure of a condition precedent to Donor’s obligations under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

City:

CITY OF SOUTH EL MONTE
Dated:

By:

City of South El Monte
ATTEST:
_______________
City Clerk
By:

Deputy
(SEAL)

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -24-

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )
On ______________________, 2025, before me, _______________________________, Notary Public, personally appeared ___________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -25-
Owner:

MVP SOUTH EL MONTE I, LLC, a Delaware limited liability company By: Magellan Value Partners, Its Manager
By: __________________
Martin Slusser, Its Managing Director

Date: __________________

DRAFT – FOR DISCUSSION PURPOSES ONLY

SUBJECT TO ADDITIONAL REIMBURSEMENT PROVISIONS
Exhibit D: FORM OF PUBLIC OPEN SPACE DONATION AGREEMENT February 17, 2026
Revised April 15, 2026
CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032 -26-

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )
On ______________________, 2025, before me, _______________________________, Notary Public, personally appeared ___________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032
EXHIBIT “A”
-1-
EXHIBIT “A”

LEGAL DESCRIPTION FOR DONATED PROPERTY

CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032
EXHIBIT “B”
-1-
EXHIBIT “B”

MAP SHOWING DONATED PROPERTY AND ITS LOCATION

CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032
EXHIBIT “C”
-1-
EXHIBIT “C”
SECTION 408 PERMIT APPROVAL

CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032
EXHIBIT “D”
-1-
EXHIBIT “D”
MMRP

CA\DD\05000.95007\10267896.3
4931-4035-0622.2
376208.00032
EXHIBIT “E”
-1-
EXHIBIT “E”

FORM OF GRANT DEED AND CERTIFICATE OF ACCEPTANCE

FEBRUARY 24, 2026 PLANNING COMMISSION STAFF REPORT
The February 24, 2026 Planning Commission Staff Report, including all associated attachments, are available on the City’s website under “Meeting Agendas and Minutes.” The Direct Link to all viewable documents can be found here:
https://southelmonteca.portal.civicclerk.com/event/449/files/report/2235

Planning Commission Agenda Report
Agenda Item No. 7.b.

DATE: February 24, 2026
TO: Honorable Chairman and Members of the Planning Commission APPROVED BY: Gerardo Marquez, Director of Community Development and Public Works
SUBMITTED BY: Charlize Hernandez, Assistant Planner
SUBJECT: CONSIDERATION OF RESOLUTION NO. 26-02,

RECOMMENDING THAT THE CITY COUNCIL CERTIFY AN

ENVIRONMENTAL IMPACT REPORT (ENVIRONMENTAL
ASSESSMENT REVIEW NO. 25-01), INCLUDING MITIGATION

MONITORING AND REPORTING PROGRAM, ADOPT CEQA

FINDINGS OF FACT AND A STATEMENT OF OVERRIDING
CONSIDERATIONS, GENERAL PLAN AMENDMENT (NO. 23-
03), ZONE CHANGE (NO. 23-01), AND RESOLUTION NO. 26-03
AND 26-04, CONDITIONALLY APPROVING A SUBDIVISION
(NO. 23-01) AND CONDITIONAL USE PERMIT (NO. 23-07), IN

ORDER TO CHANGE THE GENERAL PLAN LAND USE

DESIGNATION FROM (C) COMMERCIAL TO (C-M)

COMMERCIAL-MANUFACTURING, AND CHANGE THE

ZONING DESIGNATION FROM (C) COMMERCIAL TO (M)

MANUFACTURING, AND SUBDIVIDE ONE PARCEL INTO TWO

SEPARATE LOTS, TO ALLOW FOR THE DEVELOPMENT OF A
FUTURE PUBLIC CITY PARK ON AN APPROXIMATELY 10.7-

ACRE LOT BY THE CITY AND DEVELOPMENT OF AN
APPROXIMATELY 221,815 SQUARE-FOOT INDUSTRIAL

BUILDING BY THE DEVELOPER ON AN APPROXIMATELY

10.5-ACRE LOT FOR THE PROPERTY LOCATED AT 825
LEXINGTON-GALLATIN ROAD, SOUTH EL MONTE, CA.

PUBLIC NOTICE: Notice of public hearing was posted on February 4, 2026 PROJECT LOCATION: Address: 825 Lexington-Gallatin Road
Project Applicant: Rick Martinez, Magellan Value Partners Property Owner: MVP South El Monte I, LLC
Zone: “C” (Commercial)
Lot Size: 922,691 square feet (21.18 acres)

ATTACHMENT F

SURROUNDING ZONING AND LAND USE
Zone General Plan Land Use
North Los Angeles County Los Angeles County State Route 60 South Los Angeles County
“R-1” (Single-Family
Residential)
“R-3” (Multi-Family
Residential)
Los Angeles County
Low-Density Residential
Medium-Density Residential
Whittier Narrows Park
Residential
Residential
East Los Angeles County
“R-1” (Single-Family
Residential) “R-3” (MultiFamily Residential)
“C” (Commercial)
“C-M” (CommercialManufacturing)
Los Angeles County
Low-Density Residential
Medium-Density Residential
Commercial
Commercial-Manufacturing
Whittier Narrows Park
Residential
Residential
Commercial
Industrial
West Los Angeles County Los Angeles County Whittier Narrows Park BACKGROUND: The subject property constitutes one parcel that is approximately

21.17-acres (rounded to 21 acres) located at 825 Lexington-Gallatin Road (Assessor Parcel Number [APN] 8119-005-032), within the southwestern boundary of the City of South El Monte and Los Angeles County, California. The property is generally bordered by Santa Anita Avenue to the north and west, Lexington-Gallatin Road to the south/southeast, and vacant land to the northeast. Surrounding land uses and infrastructure include State Route (SR) 60 and vacant property to the north; Whittier Narrows Recreation Area to the southeast and west; limited office uses to the south at the intersection of Santa Anita Avenue and Lexington-Gallatin Road; and residential uses to the northeast. The 21-acre property currently consists of remains from previous uses of the site including remnant building foundations, remnants of a dilapidated shack, and remnant radio tower footings. The property is located within the U.S. Army Corps of Engineers (USACE) reservoir flowage easement area associated with the spillway activation elevation of the Whittier Narrows Dam.

Proposed Project
Magellan Value Partners (“Applicant”) is proposing the development of an approximately 221,815-square-foot (sf) industrial building on approximately 10.5 acres of the eastern portion of the property, which is the project site. Pursuant to the Development Agreement for the project, the remaining approximately 10.7 acres in the northwestern portion of the property would be dedicated to the City pursuant to a property donation agreement for the future development of a public City park by the City.

RECOMMENDATION: Staff recommends that the Planning Commission:
(i) Adopt Resolution No. 26-02, forwarding to the City Council a recommendation to certify the Final EIR, approve General Plan Amendment (No. 23-03), and approve Zone Change (No. 23-01), and
(ii) Adopt Resolution No. 26-03, and 26-04, conditionally approving a Subdivision (No.

23-01) and Conditional Use Permit (No. 23-07) for the development of a future public city park on an approximately 10.7-acre lot by the City and development of an approximately 221,815 square-foot industrial building by the developer on an approximately 10.5-acre lot.

ANALYSIS:

General Plan Amendment
The subject property has a (C) Commercial Land Use Designation in the City’s General Plan; the Applicant is requesting a General Plan Amendment to allow for a change in land use designation from Commercial to (C-M) Commercial-Manufacturing to allow for the proposed industrial use on the project site. The proposed amendment would allow the long-vacant site to be developed with a modern industrial facility. The proposed General Plan Amendment will promote balanced and dynamic economic growth in the area and address the employment and economic needs of the City and surrounding region. The proposed amendment would also be consistent with the following goals and objectives of the Land Use and Resources Elements of the General Plan. The future City public park, including athletic fields, is permitted under the existing and proposed General Plan land use designation. Even so, the General Plan land use designation change would apply to the entirety of the property.

Land Use Element
Goal 1.0: Maintain a balanced mix and distribution of land uses throughout South El Monte. Allowing for the development of a long vacant property into a productive industrial use would expand and diversify the economic and employment opportunities in the City.

Pursuant to the Development Agreement for the Project, it will also provide for the opportunity for needed recreational and open space to serve residents in the City via the City Park Project.

Policy 1.5: Continue to provide opportunities for establishment and expansion of a broad range of industrial businesses within those areas of the City designated for industrial. The new development will serve the area by creating a sole location for new industrial businesses to establish their operations within the area. This new development, along with the General Plan Amendment and Zone Change will allow new industrial businesses to flourish in the City in an appropriate location within close proximity to State Route 60.

Goal 2: Focus new revenue-generating development in those areas of the City with high visibility. The proposed project will utilize a vacant parcel and provide a new revenuegenerating industrial development with close access to the State Route 60.

Goal 3.0: Accommodate new development that is compatible with and complements existing land uses. The proposed project would allow for the establishment of a new industrial building use in an underutilized site that is compatible with the adjacent uses around Santa Anita Avenue.

Goal 6.0: Provide for the revitalization of deteriorating land uses and properties. The Project will not only provide a new industrial building on a property that has lain vacant for many years, but will also provide off-site public improvements and will improve the property’s flood storage capacity via Storage Basin improvements (as defined in the EIR and Development Agreement for the Project) in the United States Army Corps of Engineers (USACE) easement area. Pursuant to the proposed Development Agreement

for the Project, the Project will also allow for the City Public Park Project. These public and private improvements will revitalize the surrounding area.

Resources Element
Goal 1: Provide local public park space at a ratio of two acres of park land per 1,000 City residents. This desired ratio is not currently met. Once developed by the City, the City Public Park Project facilitated by the proposed Development Agreement for the Project will result in a net increase of park space of approximately 10.7 acres.

Goal 2.0: Provide a comprehensive recreation program, adequate facilities, and proper maintenance of the parks and recreational facilities in the City. The City Public Park Project facilitated by the proposed Development Agreement for the Project will increase the range of park and recreational facilities and programming in the City.

Zone Change
In order to allow for the proposed industrial use, a change to the zoning designation will also be required. Currently, the zoning of the property is Commercial (C) which would have to be amended to be consistent with the property’s new General Plan land use designation. Therefore, the request includes a zone change from Commercial to Manufacturing in order to allow for the development of the industrial use on the property.

Industrial buildings are permitted uses in the M-zone. The future City public park, including athletic fields, is a permitted use in the C-zone and the M-zone. Even so, the zone change would apply to the entirety of the property. The rezoning of the property would allow for the creation of a quality industrial development and public park at the site to provide economic and recreational benefits to the City.

As analyzed by staff and the CEQA review, the proposed change is compatible with the existing uses in the surrounding area along Lexington-Gallatin Road and Santa Anita Avenue. The nearby surrounding area is made up of a range of public facilities, parks, residential, commercial, and industrial uses which complement the proposed project.

Therefore, staff has determined that the following findings can be made in favor of the proposed zone change pursuant to South El Monte Municipal Code (“SEMMC”) Section

17.03.150 (Planning Commission Procedure) of the SEMMC:

1. Substantial proof exists that the proposed change will promote the public health, safety, convenience and general welfare of the citizens of the City. The Project will allow for the development of the property with a revenue and employment generating industrial use that will benefit the City as a whole. Currently, the Property is underdeveloped and underutilized and the proposed zone change will allow for improvements to the property that will address the City’s economic and employment needs. The Project will also improve the Property’s flood storage capacity via Storage Basin improvements (as defined in the Final EIR and Development Agreement for the Project) in the United States Army Corps of Engineers (USACE) easement area, which will benefit the City. Pursuant to the Development Agreement for the Project, the Project will also allow for the City Public Park Project, which will help meet the City’s recreational needs.

2. The proposed change is in conformance with the purpose of Chapter 17.03 of the SEMMC, and with all applicable, officially adopted policies and plans. The

proposed Project will change the Property from its existing zoning of Commercial to Manufacturing to ensure the industrial use proposed as part of the Project will conform to the Zoning Code and General Plan.

3. Streets and public facilities existing or proposed are adequate to serve all uses permitted when the property is reclassified. As detailed in the Final EIR for the Project, the use will not change the level of service of the surrounding streets and wastewater generation, storm drainage facilities, and water services are all anticipated to meet project demands.

4. All uses permitted when the Property is reclassified will be compatible with present and potential future uses, and further, existing regulations applying to the property in question. Since the Property is currently undeveloped with no present uses, the proposed zone change from Commercial to Manufacturing would be compatible with present and future uses, including the industrial use proposed as part of the Project.

Tentative Parcel Map
Tentative Parcel Map No. 084463 will allow for the subdivision of the existing parcel into two lots for the separate development of the industrial use by the developer and the future public park use by the City. The proposed subdivision of the property is consistent with the General Plan and Zoning Ordinance upon adoption of the aforementioned changes by the City Council.

Per SEMMC Section 16.16.025, the Planning Commission shall not approve a tentative map where:

1. The proposed subdivision, including design and improvements, is not consistent with the general plan or any applicable specific or precise plan. The General Plan Land Use designation for the Property upon approval by the City Council of General Plan Amendment No. 23-03 will be “Commercial-Manufacturing." The Project is permitted under that General Plan Land Use designation. The City Park Project, including athletic fields, is permitted under both the existing and proposed General Plan Land Use designations. There is no Specific Plan that applies to the Property.

2. The site is not physically suitable for the type or proposed density of development.

The grade of the Property is flat and suitable for the Project and can support new development as proposed or in accordance with city regulations.

3. The design of the subdivision or the proposed improvements is likely to cause substantial environmental damage or injure fish or wildlife or their habitat. The Property is undeveloped and covered by non-native grasses with sparse patches of ornamental vegetation. The Final EIR prepared for the Project and the City Public Park Project did not identify any threatened or endangered species on the Property but nevertheless includes seven (7) required mitigation measures for biological resources requiring stadium light shielding features for the future City Public Park Project, pre-construction surveys for burrowing owl and pallid bat, construction best management practices to avoid impacts to special-status species, purchase of grassland habitat at an approved mitigation bank, and

compliance with the Migratory Bird Treaty Act (MBTA) and California Fish and Game Code (CFGC) Sections 3503, 3503.5, and 3513. Implementation of those seven (7)mitigation measures will reduce any potential impacts on biological resources to a less than significant level.

4. The design of the subdivision or type of improvements is likely to cause serious public health problems. As articulated in the Final EIR for the Project before the Planning Commission (Resolution No. 26-02), the CEQA analysis in the Final EIR to be certified by the City Council determined mitigation measures addressing potential significant impacts and the findings in the Statement of Overriding Considerations to be adopted by the City Council address the significant and unavoidable greenhouse gas (GHG) emissions impacts, which are not likely to cause serious public health problems.

5. The design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large for access through or use of, property within the proposed subdivision. The city may approve the subdivision if the city finds that the subdivider will provide alternate easements for access or use that are substantially equivalent to the easements previously acquired by the public.

This subsection shall apply only to easements of record, or to easements established by judgment of a court of competent jurisdiction. There are no conflicts of existing easements since the Applicant incorporated these easements into the design of the project.

6. The discharge of sewage from the proposed subdivision into the community sewer system would result in violation of existing requirements prescribed by the California Regional Water Quality Control Board. Per the Final EIR, a sewer study was conducted and found that no violation would occur.

7. A preliminary soils report or geological hazard report indicates adverse soil or geological conditions and the subdivider has failed to provide sufficient information to the satisfaction of the city engineer that the subdivider can correct such conditions. All preliminary reports were submitted to the satisfaction of the City and will be confirmed by the City Engineer.

8. The proposed subdivision is not consistent with all applicable provisions of the municipal code and the Subdivision Map Act. Staff has determined that the Project meets all the requirements of the Subdivision Map Act as well as Title 16 (Subdivisions) of the SEMMC as detailed in the Staff Report. As proposed, the requested Tentative Parcel Map meets all of the development standards of the State Subdivision Map Act and Title 16 of the Municipal Code for the City of South El Monte. The proposed subdivision is consistent with the proposed General Plan Amendment and meets the development standards for the industrial and public park development.

Proposed Industrial Project
The Applicant is proposing to build an approximately 221,815 square foot industrial building on approximately 10.5 acres of the property, which will become a newly created lot. The building will mainly be utilized as a warehouse with approximately 201,815 square feet (sf) being dedicated to warehouse space, approximately 10,000 sf of ancillary

office space on the ground level and approximately 10,000 sf of ancillary office space on the mezzanine level. Additional site components will include bike racks to be located near the ancillary offices and an outdoor employee break area near the northeast corner of the warehouse.

Circulation and Parking
Vehicular access to the industrial parcel would be provided via two 40-foot-wide driveways on Lexington-Gallatin Road which would allow for truck and passenger vehicle ingress/egress to the site and allow for truck turning movements. As conceptually proposed, access to the future public park, which would be developed by the City, would be provided via one new driveway from Santa Anita Avenue located in the southern corner of the future City park area. The City currently does not have applicable requirements for the number of parking stalls for recreational areas. The Final EIR predicts the future public park component would provide 154 standard parking stalls. All drive aisles for both developments will accommodate standard fire lane turning radiuses and hammerhead turnaround maneuvers for emergency vehicles and fire services.

SEMMC Section 17.16 (Off-Street Parking and Loading), requires parking one parking space for every one thousand square feet of floor area for warehousing uses and one parking space per every three hundred square feet of floor area for ancillary office uses (if conservatively calculated separately). The proposed industrial project satisfies the minimum parking requirements per the following breakdown below:

Proposed Use Size of Area Required
Warehouse 201,815 sq. ft. (1/1,000) = 202
Office 20,000 sq. ft. (1/300) = 67
Total Proposed
Total Required
277
269
Landscaping
The industrial project proposes landscaping along the lot’s frontage, the perimeters on the north and west, and along the parking area. Per SEMMC Section 17.09.070, the front five feet of the property and a minimum of five percent or 22,230 square feet of the parking area must be landscaped. The industrial project proposes approximately 12.7 percent or 56,470 square feet of landscaping for the site, which exceeds that requirement.

CONDITIONAL USE PERMIT
In order to grant a CUP, the Commission must make the following finding pursuant to South El Monte Municipal Code (“SEMMC”) Section 17.03.060:

1. The commission shall find that the proposed use shall not be detrimental to persons or properties in the immediate vicinity nor to the city in general.

The nearest residential properties to the east across the Project are over 200 feet from the nearest property line, with various screening and buffering methods implemented for the industrial building to ensure the use will not result in significant aesthetic impacts. The truck dock area for the industrial development will be secured and shielded by a 14-foothigh concrete screen wall and a landscaped perimeter along the lot lines. The CEQA analyses included a health risk assessment taking into account the nearby residential

neighborhoods and concluded there would not be significant impacts. Many of the surrounding parcels adjacent to the subject property are currently utilized with a range of uses including residential, industrial, commercial and park uses. The approval of the CUP will not be detrimental to persons or properties in the immediate vicinity nor to the City in general because the industrial project, as conditioned, will be required to operate in a way that does not negatively impact the area through conditions imposed, including pursuant to the Final EIR MMRP, and complements existing adjacent land uses.

Development Agreement
The project will be facilitated by a Development Agreement (DA) by and between the City and the Applicant for the project. The DA requires approval by the City Council by Ordinance. The DA will include, among other things, a Public Open Space (City Park) Donation Agreement for the public park component to be dedicated to the City for future development by the City upon City satisfaction of certain conditions precedent, as specified therein. The DA would also include any requirements for a freeway adjacent digital billboard and where the billboard would be required to comply with all applicable federal, State, and local laws and regulations including, but not limited to, Caltrans requirements under the Highway Beautification Act of 1965 (23 U.S.C. 131), the California Outdoor Advertising Act, and the California Vehicle Code.

ENVIRONMENTAL REVIEW: State CEQA Guidelines Section 15063 provides that if a lead agency determines that an EIR will clearly be required for a project, an Initial Study is not required. Pursuant to CEQA Guidelines Section 15082, the City of South El Monte prepared and circulated a Notice of Preparation (NOP) to affected agencies and interested parties for a public review period beginning on July 2, 2024. The deadline to submit comments on the NOP was August 1, 2024. The NOP was distributed to the State Clearinghouse, as well as agencies, organizations, and persons considered likely to be interested in the Project and the potential impacts. Six comment letters were received during the comment period: South Coast Air Quality Management District (SCAQMD), California Department of Transportation (Caltrans), Los Angeles County Sanitation Districts, and three members of the public. Pursuant to Section 21083.9 of the CEQA Statute, the City held a Scoping Meeting on July 22, 2024, at 6:30 p.m. at the City of South El Monte in the City Hall Council Chambers. Four members of the public were present. Each of the comments received were subsequently addressed in the preparation of the Draft EIR. The completed Draft EIR concluded that the Project would result in a significant unavoidable impact related to greenhouse gas emissions (GHG) emissions.

All other impacts would be less than significant or less than significant with mitigation.

With respect to GHG emissions, while the South Coast Air Quality Management District (SCAQMD) has not adopted its proposed 3,000 metric tons of CO2e (MTCO2e) threshold, the EIR’s analysis conservatively uses the proposed 3,000 MTCO2e screening threshold.

Project construction and operation would generate approximately 7,977 MTCO2e per year, and therefore exceed the 3,000 MTCO2e per year threshold despite implementing mitigation measures. The Project would also be required to comply with Laws, Ordinances, and Regulations (LOR) which would be required by local, State, or federal regulations or laws (i.e., California Code of Regulations and California Green Building Standards Code). The majority of the unmitigated GHG emissions (89%) are associated with non-construction related mobile sources. Additional mitigation to reduce the Project’s mobile emissions is not feasible due to the limited ability of the City to address emissions resulting from mobile sources and/or emissions generated by cars and trucks outside of

the City’s limits. As such, the Project would generate GHG emissions, either directly or indirectly, that would exceed SCAQMD thresholds despite all feasible mitigation measures, resulting in a significant and unavoidable impact.

Five comment letters were received during the comment period: California Department of Fish and Wildlife (CDFW; 2 letters), SCAQMD (2 letters), and Caltrans (1 letter).

Responses to comments were prepared and did not require any changes to the conclusions of the EIR. The Draft EIR, Responses to Comments, as well as the Mitigation Monitoring and Reporting Program (MMRP) are collectively referred to as the Final EIR.

Planning staff determined that the Final EIR prepared for the Project satisfies the requirements of CEQA.

Pursuant to Section 15074(b) of the CEQA Guidelines, the Planning Commission independently reviewed and considered the contents of the Final EIR. Pursuant to the Planning Commission’s adoption of Resolution No. 26-02, the Planning Commission recommends approval by the City Council to certify the Final EIR, adopt CEQA Findings of Fact, and adopt a Statement of Overriding Considerations for the project in compliance with the CEQA Statute and the CEQA Guidelines.

The Final EIR (State Clearinghouse No. 2024070062), with supporting studies, is incorporated herein by reference, and can be found on the City’s website. A copy of the Final EIR can be found at the State Clearinghouse, and at the City’s Community Development Department. The documents and other materials, which constitute the record on which this decision is based, are maintained by the City’s Community Development Department.

CONCLUSION: The proposed industrial project is consistent with the proposed General Plan Amendment and Zone Change. The industrial project, including the Subdivision, meets all of the development standards of the California Subdivision Map Act and the South El Monte Municipal Code, subject to final City Council approvals. The proposed industrial project will provide a beneficial modern employment and revenue generating industrial development on an underutilized site appropriately located within close proximity to State Route 60. Pursuant to the Development Agreement, the project will also facilitate the future construction of a public park by the City, which would help meet the recreational needs of the City. The proposed industrial project is a high-quality modern development, and the partnership created by the Development Agreement will provide positive economic and public benefits to the City, as detailed in the Development Agreement. Staff recommends that the Planning Commission: (i) adopt Resolution No. 26-02, recommending that the City Council certify the Final EIR, adopt CEQA Findings of Fact, adopt a Statement of Overriding Considerations, approve General Plan Amendment (No. 23-03), approve Zone Change (No. 23-01), and (ii) adopt Resolution No. 26-03, and 26-04, conditionally approving a Subdivision (No. 23-01) and Conditional Use Permit (No. 23-07) for the project.

ATTACHMENT(S):

A. Resolution No. 26-02
B. Resolution No. 26-03
C. Resolution No. 26-04
D. Vicinity Aerial
E. Project Plans

F. Final EIR, Mitigation Monitoring Reporting Program, CEQA Findings of Fact and Statement of Overriding Considerations and Responses to Comments

PLANNING COMMISSION
RESOLUTION NO. 26-02

A RESOLUTION OF THE SOUTH EL MONTE PLANNING

COMMISSION RECOMMENDING THAT THE CITY COUNCIL

CERTIFY THE FINAL ENVIRONMENTAL IMPACT REPORT
(STATE CLEARINGHOUSE NO. 2024070062), INCLUDING A
MITIGATION MONITORING AND REPORTING PROGRAM;

ADOPT CEQA FINDINGS OF FACT AND STATEMENT OF
OVERRIDING CONSIDERATIONS RELATED THERETO;
AND APPROVE A GENERAL PLAN AMENDMENT (NO. 23-
03) AND ZONE CHANGE (NO. 23-01) TO CHANGE THE

EXISTING GENERAL PLAN LAND USE DESIGNATION
FROM COMMERCIAL TO COMMERCIALMANUFACTURING AND THE EXISTING ZONING

DESIGNATION FROM COMMERCIAL TO

MANUFACTURING FOR AN INDUSTRIAL PROJECT IN THE
CITY OF SOUTH EL MONTE AT 825 LEXINGTONGALLATIN ROAD
WHEREAS, Magellan Value Partners (“Applicant”) has filed applications for a General Plan Amendment (No. 23-03) and Zone Change (No. 23-01) to change the land use designation from “Commercial” to “Commercial-Manufacturing” and the zoning designation from “Commercial” to “Manufacturing,” in order to allow for the development of an approximately 221,815 square-foot industrial building (“Project”) on an approximately 10.7-acre portion of the property located at 825 Lexington-Gallatin Road, South El Monte, CA (“Property”). The legal description of the Property will change following recordation of the Final Map for the Project, which will establish two separate legal lots on the Property.

WHEREAS, pursuant to the Development Agreement for the Project, an approximately

10.7-acre portion of the Property will be donated by the Applicant to the City of South El Monte (“City”) for the future development of a public park by the City upon satisfaction of certain conditions precedent, as specified therein (“City Park Project”).

WHEREAS, concurrently herewith, Applicant has filed applications for Planning Commission approval of Subdivision (No. 23-01) (Tentative Parcel Map No. 084463), and Conditional Use Permit (No. 23-07).

WHEREAS, the City has undertaken review under the California Environmental Quality Act (“CEQA”), Public Resources Code Sections 21000, et seq. and California Code of Regulations (“CEQA Guidelines”) Title 14, Sections 15000, et seq.

WHEREAS, pursuant to South El Monte Municipal Code (“SEMMC”) Section 17.03.030, the Project in part requires Planning Commission review and recommendation to City Council because certification of the Final EIR (defined below), adoption of CEQA Findings of Fact and a Statement of Overriding Considerations related thereto, General Plan Amendment, and Zone Change approval require City Council action.

Resolution No. 26-02

WHEREAS, a public hearing was held before the Planning Commission on February 24, 2026, to consider the application. All evidence, both written and oral, presented during said public hearing was considered by the Planning Commission in making its determination.

THE PLANNING COMMISSION OF THE CITY OF SOUTH EL MONTE HEREBY FINDS, RESOLVES, AND ORDERS AS FOLLOWS:

SECTION 1: The Planning Commission of the City of South El Monte hereby finds that the above recitals are true and correct and are incorporated herein by this reference.

SECTION 2: State CEQA Guidelines Section 15063 provides that if a lead agency determines that an EIR will clearly be required for a project, an Initial Study is not required.

Pursuant to CEQA Guidelines Section 15082, the City of South El Monte prepared and circulated a Notice of Preparation (NOP) to affected agencies and interested parties for a public review period beginning on July 2, 2024. The deadline to submit comments on the NOP was August 1, 2024. The NOP was distributed to the State Clearinghouse, as well as agencies, organizations, and persons considered likely to be interested in the Project and the potential impacts. Six comment letters were received during the comment period: South Coast Air Quality Management District (SCAQMD), California Department of Transportation (Caltrans), Los Angeles County Sanitation Districts, and three members of the public. Pursuant to Section 21083.9 of the CEQA Statute, the City held a Scoping Meeting on July 22, 2024, at 6:30 p.m. at the City of South El Monte in the City Hall Council Chambers. Four members of the public were present. Each of the comments received were subsequently addressed in the preparation of the Draft EIR. The completed Draft EIR concluded that the Project would result in a significant unavoidable impact related to greenhouse gas emissions (GHG) emissions. All other impacts would be less than significant or less than significant with mitigation.

With respect to GHG emissions, while the South Coast Air Quality Management District (SCAQMD) has not adopted its proposed 3,000 metric tons of CO2e (MTCO2e) threshold, the EIR’s analysis conservatively uses the proposed 3,000 MTCO2e screening threshold. Project construction and operation would generate approximately 7,977 MTCO2e per year, and therefore exceed the 3,000 MTCO2e per year threshold despite implementing mitigation measures. The Project would also be required to comply with Laws, Ordinances, and Regulations (LOR) which would be required by local, State, or federal regulations or laws (i.e., California Code of Regulations and California Green Building Standards Code). The majority of the unmitigated GHG emissions (89%) are associated with non-construction related mobile sources. Additional mitigation to reduce the Project’s mobile emissions is not feasible due to the limited ability of the City to address emissions resulting from mobile sources and/or emissions generated by cars and trucks outside of the City’s limits. As such, the Project would generate GHG emissions, either directly or indirectly, that would exceed SCAQMD thresholds despite all feasible mitigation measures, resulting in a significant and unavoidable impact.

Five comment letters were received during the comment period: California Department of Fish and Wildlife (CDFW; 2 letters), SCAQMD (2 letters), and Caltrans (1 letter). Responses to comments were prepared and did not require any changes to the conclusions of the Draft EIR.

The Draft EIR, Responses to Comments, as well as the Mitigation Monitoring and Reporting

Resolution No. 26-02

Program (MMRP) are collectively referred to as the “Final EIR”. Planning staff determined that the Final EIR prepared for the Project satisfies the requirements of CEQA and the Planning Commission concurs with that determination.

The Final EIR (State Clearinghouse No. 2024070062), with supporting studies, is incorporated herein by reference, and can be found on the City’s website. A copy of the Final EIR can be found at the State Clearinghouse, and at the City’s Community Development Department. The Project’s Mitigation Monitoring & Reporting Program is attached hereto as Exhibit “B.” The documents and other materials, which constitute the record on which this decision is based, are maintained by the City’s Community Development Department.

SECTION 3: Based on the record of the hearing, including all information presented at the hearing, including the Staff Report dated February 24, 2026, which is hereby incorporated into this Resolution 26-02 by reference, the Planning Commission hereby finds:

The proposed amendment to the General Plan changing the Property’s land use designation from Commercial to Commercial-Manufacturing would allow the site to be developed with an industrial use, which is consistent with the area, including similar uses around Santa Anita Avenue. Pursuant to the Development Agreement for the Project, it will also provide for the opportunity for needed recreational and open space to serve residents in the City via the City Park Project. Furthermore, the General Plan amendment is intended to promote balanced and dynamic economic growth in the area and address the economic and open space and recreation needs of the City and surrounding region. The General Plan amendment would also be consistent with the following goals and objectives of the Land Use and Resource Elements of the General Plan:

Land Use Element
(1) Goal 1.0: Maintain a balanced mix and distribution of land uses throughout South El Monte. Allowing for the development of a long vacant property into productive industrial use would expand and diversify the economic and employment opportunities in the City. Pursuant to the Development Agreement for the Project, it will also provide for the opportunity for needed recreational and open space to serve residents in the City via the City Park Project.
(2) Policy 1.5: Continue to provide opportunities for establishment and expansion of a broad range of industrial businesses within those areas of the City designated for industrial. The new development will serve the area by creating a sole location for new industrial businesses to establish their operations within the area. This new industrial development along with the General Plan Amendment and Zone Change will allow new businesses to flourish in the City in an appropriate location within close proximity to State Route 60.
(3) Goal 2: Focus new revenue-generating development in those areas of the City with high visibility. The proposed project will utilize a vacant parcel and provide a new revenue-generating industrial development with close access to the State Route 60.
(4) Goal 3.0: Accommodate new development that is compatible with and